ZoomInfo Technologies Inc. — Director's Dealing 2021

Feb 4, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Mironov Jason (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-02	Class A Common Stock	C	49063	—	Acquired	49063	Indirect
2021-02-02	Class A Common Stock	C	1267	—	Acquired	1267	Indirect
2021-02-02	Class A Common Stock	C	8473	—	Acquired	8473	Indirect
2021-02-02	Class A Common Stock	C	1823	—	Acquired	1823	Indirect
2021-02-02	Class A Common Stock	C	61	—	Acquired	61	Indirect
2021-02-02	Class A Common Stock	C	3209	—	Acquired	3209	Indirect
2021-02-02	Class A Common Stock	C	2879	—	Acquired	2879	Indirect
2021-02-02	Class A Common Stock	C	242	—	Acquired	242	Indirect
2021-02-02	Class A Common Stock	C	12834	—	Acquired	12834	Indirect
2021-02-02	Class A Common Stock	C	11515	—	Acquired	11515	Indirect
2021-02-02	Class A Common Stock	S	49063	$50.7789	Disposed	0	Indirect
2021-02-02	Class A Common Stock	S	1267	$50.7789	Disposed	0	Indirect
2021-02-02	Class A Common Stock	S	8473	$50.7789	Disposed	0	Indirect
2021-02-02	Class A Common Stock	S	1823	$50.7789	Disposed	0	Indirect
2021-02-02	Class A Common Stock	S	61	$50.7789	Disposed	0	Indirect
2021-02-02	Class A Common Stock	S	3209	$50.7789	Disposed	0	Indirect
2021-02-02	Class A Common Stock	S	2879	$50.7789	Disposed	0	Indirect
2021-02-02	Class A Common Stock	S	242	$50.7789	Disposed	0	Indirect
2021-02-02	Class A Common Stock	S	12834	$50.7789	Disposed	0	Indirect
2021-02-02	Class A Common Stock	S	11515	$50.7789	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-02	Units of ZoomInfo Holdings LLC	$	C	49063	Disposed		Class A Common Stock (49063)	Indirect
2021-02-02	Units of ZoomInfo Holdings LLC	$	C	1267	Disposed		Class A Common Stock (1267)	Indirect
2021-02-02	Units of ZoomInfo Holdings LLC	$	C	8473	Disposed		Class A Common Stock (8473)	Indirect
2021-02-02	Units of ZoomInfo Holdings LLC	$	C	1823	Disposed		Class A Common Stock (1823)	Indirect
2021-02-02	Units of ZoomInfo Holdings LLC	$	C	61	Disposed		Class A Common Stock (61)	Indirect
2021-02-02	Units of ZoomInfo Holdings LLC	$	C	3209	Disposed		Class A Common Stock (3209)	Indirect
2021-02-02	Units of ZoomInfo Holdings LLC	$	C	2879	Disposed		Class A Common Stock (2879)	Indirect
2021-02-02	Class C Common Stock	$	C	242	Disposed		Class A Common Stock (242)	Indirect
2021-02-02	Class C Common Stock	$	C	12834	Disposed		Class A Common Stock (12834)	Indirect
2021-02-02	Class C Common Stock	$	C	11515	Disposed		Class A Common Stock (11515)	Indirect

Footnotes

F1: Units of ZoomInfo Holdings LLC ("Opco"), which represent limited liability company units of Opco and a corresponding number of shares of Class B Common Stock of the Issuer, were exchanged on a one-for-one basis for shares of Class A Common Stock of the Issuer pursuant to the amended and restated limited liability company agreement of Opco.

F2: Securities are held by TA XI DO AIV, L.P. ("XI DO AIV").

F3: TA Associates, L.P. is the ultimate general partner of each of XI DO, SDF III Feeder, Atlantic & Pacific VII-B, XI DO AIV, SDF III DO, Atlantic & Pacific VII-A, Investors IV, AP VII-B, SDF III DO AIV II and XI DO AIV II (collectively, the "TA Associates Funds"). Investment and voting control of the TA Associates Funds is held by TA Associates, L.P. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest in such securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

F4: Securities are held by TA SDF III DO AIV, L.P. ("SDF III DO").

F5: Securities are held by TA Atlantic & Pacific VII-A, L.P. ("Atlantic & Pacific VII-A").

F6: Securities are held by TA Investors IV, L.P. ("Investors IV").

F7: Securities are held by TA SDF III DO AIV II, L.P. ("SDF III DO AIV II").

F8: Securities are held by TA XI DO AIV II, L.P. ("XI DO AIV II").

F9: Securities are held by TA AP VII-B DO Subsidiary Partnership, L.P. ("AP VII-B").

F10: Shares of the Issuer's Class C Common Stock were converted on a one-for-one basis for shares of Class A Common Stock of the Issuer.

F11: Securities are held by TA SDF III DO Feeder, L.P. ("SDF III Feeder").

F12: Securities are held by TA XI DO Feeder, L.P ("XI DO").

F13: Securities are held by TA Atlantic & Pacific VII-B, L.P. ("Atlantic & Pacific VII-B").

F14: The sales reported in this Form 4 were effected pursuant to Rule 10b5-1 trading plans adopted on December 6, 2020.

F15: Reflects a weighted-average sale price. The shares were sold in multiple transactions at prices ranging from $50.00 to $52.12. The Reporting Persons will provide upon request to the Securities and Exchange Commission, the Company or security holder of the Company, full information regarding the number of shares sold at each separate price.

F16: Units of Opco represent limited liability company units of Opco and a corresponding number of shares of Class B Common Stock of the Issuer, which together are exchangeable at the option of the holder on a one-for-one basis for shares of Class A Common Stock of the Issuer, subject to customary conversion rate adjustments for stock splits, stock dividends, and reclassifications, pursuant to the amended and restated limited liability company agreement of Opco and have no expiration date. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof and (ii) only confer ten-to-one voting rights on the holders thereof.

F17: The Class C Common Stock is convertible at the option of the holder on a one-for-one basis for shares of Class A Common Stock of the Issuer and has no expiration date. Upon any transfer of shares of Class C Common Stock, whether or not for value, each such transferred share will automatically convert into one share of Class A Common Stock, except for certain transfers described in the Issuer's amended and restated certificate of incorporation. The shares of Class C Common Stock will convert automatically into Class A Common Stock, on a one-for-one basis, when the aggregate number of outstanding shares of the Company's Class B Common Stock and Class C Common Stock represents less than 5% of the aggregate number of the Company's outstanding shares of Common Stock. The shares of Class C Common Stock have ten votes per share.