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: Schuck Henry (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-03	Class A Common Stock	M	1928870	$4	Acquired	1928870	Direct
2021-09-03	Class A Common Stock	M	450000	$21	Acquired	2378870	Direct
2021-09-03	Class A Common Stock	F	261551	$65.63	Disposed	2117319	Direct
2021-09-03	Class A Common Stock	C	14815232	—	Acquired	14815232	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-03	Class P Units of ZoomInfo Holdings LLC	$4.0	M	1928870	Disposed		Class A Common Stock (1928870.0)	Direct
2021-09-03	Class P Units of ZoomInfo Holdings LLC	$21.0	M	450000	Disposed		Class A Common Stock (450000.0)	Direct
2021-09-03	LLC Units of ZoomInfo Holdings LLC	$	C	14815232	Disposed		Class A Common Stock (14815232.0)	Indirect

Footnotes

F1: Reflects Class P limited liability company units ("Class P Units") of ZoomInfo Holdings LLC ("OpCo") 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 the Class A common stock of ZoomInfo Technologies Inc. ("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.

F2: Reflects Class P Units of which 50% vested March 12, 2020, and the remaining 50% vest in equal monthly installments during the 24 months thereafter. Unvested units were exchanged for restricted shares of Class A Common Stock with the same vesting schedule.

F3: Reflects Class P Units that vest as follows: (a) one-third vest on June 3, 2022, (b) one-third vest on June 3, 2023, and (c) one-third vest on June 3, 2024. Unvested units were exchanged for restricted shares of Class A Common Stock with the same vesting schedule.

F4: Reflects shares deemed to be withheld in connection with the exchange of Class P Units described herein.

F5: Pursuant to the terms of the limited liability company agreement for OpCo, limited liability company units of OpCo ("OpCo Units") and an equal number of shares of the Issuer's Class B common stock ("Class B Common Stock"), together are exchangeable for shares of Class A Common Stock on a one-for-one basis at the discretion of DO Holdings (WA), LLC, 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.

F6: Reflects securities held directly by DO Holdings (WA), LLC. DO Holdings (WA), LLC is owned by Henry Schuck and Kirk Brown. The Reporting Person may be deemed to share voting and dispositive power over the securities held by DO Holdings (WA), LLC.

F7: Reflects the Reporting Person's proportionate pecuniary interest in the securities held directly by DO Holdings (WA), LLC.