ZoomInfo Technologies Inc. — Director's Dealing 2021

Sep 9, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZoomInfo Technologies Inc. (ZI)
CIK: 0001794515
Period of Report: 2021-09-03

Reporting Person: Hays Joseph Christopher (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-03	Class A Common Stock	M	43771	—	Acquired	51161	Direct
2021-09-03	Class A Common Stock	M	31640	$4	Acquired	82801	Direct
2021-09-03	Class A Common Stock	M	566240	$6.56	Acquired	649041	Direct
2021-09-03	Class A Common Stock	F	58528	$65.63	Disposed	590513	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-03	LLC Units of ZoomInfo Holdings LLC	$	M	43771	Disposed		Class A Common Stock (43771.0)	Direct
2021-09-03	Class P Units of ZoomInfo Holdings LLC	$4.0	M	31640	Disposed		Class A Common Stock (31640.0)	Direct
2021-09-03	Class P Units of ZoomInfo Holdings LLC	$6.56	M	566240	Disposed		Class A Common Stock (566240.0)	Direct

Footnotes

F1: Limited liability company units ("OpCo Units") of ZoomInfo Holdings LLC ("OpCo") and shares of Class B Common Stock were exchanged for shares of Class A common stock ("Class A Common Stock") of ZoomInfo Technologies Inc. as described herein.

F2: Reflects Class P limited liability company units of OpCo ("Class P Units") which are profits interests that are economically similar to a stock settled stock option. Vested Class P units are exchangeable, at the holder's election, into a number of shares of Class A Common Stock equal in value to the "spread value" represented by the excess of the value of shares of Class A Common Stock at the time of exchange above the "distribution threshold" associated with the Class P Units, multiplied by the number of Class P Units being exchanged.

F3: Reflects an original amount of 350,704 Class P Units, of which 50% vested on July 1, 2020, and the remaining 50% vest in equal monthly installments during the 24 months thereafter.

F4: Reflects an original amount of 876,759 Class P Units, of which 50% vested on February 1, 2021, and the remaining 50% vest in equal monthly installments during the 24 months thereafter.

F5: Reflects shares deemed to be withheld in connection with the exchange of Class P Units described herein.

F6: Pursuant to the terms of the limited liability company agreement for OpCo, OpCo Units and an equal number of shares of Class B Common Stock, together are exchangeable for shares of Class A Common Stock on a one-for-one basis at the discretion of the holder, subject to exchange rate adjustments for stock splits, stock dividends, and reclassifications. These exchange rights do not expire. Shares of Class B Common Stock have no economic value and have 10 votes per share.