ZoomInfo Technologies Inc. — Director's Dealing 2021

Aug 7, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZoomInfo Technologies Inc. (ZI)
CIK: 0001794515
Period of Report: 2021-08-04

Reporting Person: Hays Joseph Christopher (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-04	Class A Common Stock	M	3273	—	Acquired	3273	Direct
2021-08-04	Class A Common Stock	M	11718	—	Acquired	14991	Direct
2021-08-04	Class A Common Stock	S	3273	$58.64	Disposed	11718	Direct
2021-08-04	Class A Common Stock	F	4612	$56.50	Disposed	7106	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-08-04	LLC Units of HSKB Funds, LLC	$	M	10632	Disposed		Class A Common Stock (10632.0)	Direct
2021-08-04	LLC Units of ZoomInfo Holdings LLC	$	M	10632	Acquired		Class A Common Stock (10632.0)	Direct
2021-08-04	LLC Units of ZoomInfo Holdings LLC	$	M	3273	Disposed		Class A Common Stock (3273.0)	Direct
2021-08-04	HSKB Phantom Units	$	M	11718	Disposed		Class A Common Stock (11718.0)	Direct
2021-08-04	LLC Units of ZoomInfo Intermediate Holdings LLC	$	M	11718	Acquired		Class A Common Stock (11718.0)	Direct
2021-08-04	LLC Units of ZoomInfo Intermediate Holdings LLC	$	M	11718	Disposed		Class A Common Stock (11718.0)	Direct

Footnotes

F1: On August 4, 2021, upon vesting, limited liability company units of HSKB Funds, LLC ("HSKB Units") settled into limited liability company units ("OpCo Units") of ZoomInfo Holdings LLC ("OpCo") together with an equal number of shares of Class B common stock ("Class B Common Stock") of ZoomInfo Technologies Inc. ("ZoomInfo"). A portion of these OpCo Units and shares of Class B Common Stock were exchanged for shares of ZoomInfo's Class A common stock ("Class A Common Stock") as described herein.

F2: Reflects phantom units of HSKB Funds II, LLC ("HSKB Phantom Units") that upon vesting settled into limited liability company units ("HoldCo Units") of ZoomInfo Intermediate Holdings LLC ("HoldCo") together with an equal number of shares of Class B common stock of ZoomInfo. These HoldCo Units and shares of Class B Common Stock were automatically exchanged for shares of ZoomInfo's Class A Common Stock on a one-for-one basis, as described herein.

F3: Reflects shares sold to cover the Reporting Person's tax liability in connection with the vesting of the HSKB Units reported herein.

F4: Reflects shares withheld to cover the Reporting Person's tax liability in connection with the vesting of the HSKB Phantom Units reported herein.

F5: Each of these HSKB Units represents the economic value of one OpCo Unit. Upon vesting, each HSKB Unit settles into an OpCo Unit and a share of Class B Common Stock, which together may be exchanged for shares of Class A Common Stock on a one-for-one basis, subject to exchange rate adjustments for stock splits, stock dividends, and reclassifications. Shares of Class B common stock have no economic value and have 10 votes per shares.

F6: Reflects an original amount of 255,124 HSKB Units of which 101,297 vested on December 5, 2020, 42,208 vested on December 14, 2020 and the remaining unvested portion vests in twenty-one equal monthly installments beginning on January 1, 2021, subject to accelerated vesting upon certain change in control events and other vesting conditions.

F7: 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.

F8: These HSKB Phantom Units, upon vesting, settle in cash or into HoldCo Units which are then automatically exchanged into shares of Class A Common Stock, or a combination thereof at the ZoomInfo's discretion.

F9: Reflects an original amount of 22,500 HSKB Phantom Units of which 50% vested on July 1, 2021 and with the remaining HSKB Phantom Units vesting in equal monthly installments over the two year period following July 1, 2021, in each case, subject to a continued service relationship through such vesting dates, subject to potential accelerated vesting upon certain change in control events and other vesting conditions.

F10: Pursuant to the terms of the HoldCo's Amended and Restated Limited Liability Company Agreement, HoldCo Units and an equal number of shares of Class B Common Stock, together are automatically exchanged for shares of Class A Common Stock on a one-for-one basis, 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.