ZoomInfo Technologies Inc. — Director's Dealing 2021

Sep 7, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZoomInfo Technologies Inc. (ZI)
CIK: 0001794515
Period of Report: 2021-09-02

Reporting Person: Edell Eric J (N/A)
Reporting Person: 22C Magellan Holdings LLC (N/A)
Reporting Person: 22C Capital GP I MM LLC (N/A)
Reporting Person: 22C Capital I-A, L.P. (N/A)
Reporting Person: 22C DiscoverOrg Investors, LLC (N/A)
Reporting Person: 22C Capital I, L.P. (N/A)
Reporting Person: 22C Capital GP I, L.L.C (N/A)
Reporting Person: 22C DiscoverOrg MM, LLC (N/A)
Reporting Person: 22C DiscoverOrg Advisors, LLC (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-02	Class A Common Stock	C	4566	—	Acquired	4566	Indirect
2021-09-02	Class A Common Stock	C	42170	—	Acquired	42170	Indirect
2021-09-02	Class A Common Stock	C	139210	—	Acquired	139210	Indirect
2021-09-02	Class A Common Stock	C	31916	—	Acquired	1029425	Indirect
2021-09-02	Class A Common Stock	S	4566	$62	Disposed	0	Indirect
2021-09-02	Class A Common Stock	S	42170	$62	Disposed	0	Indirect
2021-09-02	Class A Common Stock	S	139210	$62	Disposed	0	Indirect
2021-09-02	Class A Common Stock	S	31916	$62	Disposed	997509	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-02	Class C Common Stock	$	C	4566	Disposed		Class A Common Stock (4566)	Indirect
2021-09-02	LLC Units of ZoomInfo Holdings LLC	$	C	42170	Disposed		Class A Common Stock (42170)	Indirect
2021-09-02	LLC Units of ZoomInfo Holdings LLC	$	C	139210	Disposed		Class A Common Stock (139210)	Indirect
2021-09-02	LLC Units of ZoomInfo Holdings LLC	$	C	31916	Disposed		Class A Common Stock (31916)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class C Common Stock	$		Class A Common Stock (2308179)	2308179	Indirect

Footnotes

F1: These shares are held directly by FiveW DiscoverOrg, LLC, whose managing member is FiveW Capital LLC. D. Randall Winn is the managing member of FiveW Capital LLC and, in such capacity, may be deemed to indirectly control FiveW DiscoverOrg, LLC. However, Mr. Winn has irrevocably waived all of his power to make voting and investment decisions with respect to the shares held by FiveW DiscoverOrg, LLC and authorized Eric J. Edell to exercise voting and investment power over the shares held directly by FiveW DiscoverOrg, LLC. Each of FiveW DiscoverOrg, LLC, FiveW Capital LLC, Mr. Winn and Mr. Edell disclaims beneficial ownership of these shares except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.

F2: These shares are held directly following this offering by 22C Magellan Holdings LLC, whose two principal members are 22C DiscoverOrg Investors, LLC and 22C Capital I, L.P. 22C DiscoverOrg MM, LLC is the managing member of 22C DiscoverOrg Investors, LLC. 22C DiscoverOrg Advisors, LLC is the managing member of 22C DiscoverOrg MM, LLC.

F3: These shares are held directly by 22C Capital I-A, L.P.

F4: 22C Capital GP I, L.L.C. is the general partner of 22C Capital I, L.P. and of 22C Capital I-A, L.P. 22C Capital GP I MM LLC is the managing member of 22C Capital GP I, L.L.C. Eric J. Edell and D. Randall Winn are co-managing members of 22C DiscoverOrg Advisors, LLC and co-members of 22C Capital GP I MM LLC and, in such capacities, may be deemed to indirectly control each of 22C Magellan Holdings LLC and 22C Capital I-A, L.P. However, Mr. Winn has irrevocably waived all of his power to make voting and investment decisions with respect to the shares held by each of 22C Magellan Holdings LLC, 22C DiscoverOrg MM, LLC and by 22C Capital I-A, L.P., and authorized Mr. Edell to exercise voting and investment power over the shares held directly by each of 22C Magellan Holdings LLC, 22C DiscoverOrg MM, LLC and by 22C Capital I-A, L.P.

F5: Shares of the Issuer's Class C common stock ("Class C Common Stock") have ten votes per share and are convertible into shares of the Issuer's Class A common stock ("Class A Common Stock") on a one-for-one basis at the discretion of the holder. These conversion rights do not expire. In addition, each share of Class C Common Stock will convert automatically into one share of Class A Common Stock pursuant to the terms of the Issuer's Amended and Restated Certificate of Incorporation (the "Charter"), including upon any transfer, whether or not for value, except for certain affiliate transfers described in the Charter.

F6: Pursuant to the terms of the limited liability company agreement for ZoomInfo Holdings LLC ("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 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.

F7: These shares are held directly by 22C DiscoverOrg MM, LLC. 22C DiscoverOrg Advisors, LLC is the managing member of 22C DiscoverOrg MM, LLC.

F8: Each of the 22C Capital reporting persons, Mr. Edell and Mr. Winn disclaims beneficial ownership of these shares except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the shares for purposes of Section 16 of the Exchange Act, or for any other purpose.

F9: These conversions and sales were effected pursuant to the underwriters' exercise of an option to purchase additional shares in connection with an underwritten secondary offering, which closed on September 2, 2021.