ZoomInfo Technologies Inc. — Director's Dealing 2021

Feb 26, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZoomInfo Technologies Inc. (ZI)
CIK: 0001794515
Period of Report: 2021-02-24

Reporting Person: TC Group Cayman Investment Holdings, L.P. (10% Owner)
Reporting Person: TC Group Cayman Investment Holdings Sub L.P. (10% Owner)
Reporting Person: TC Group VI S1, L.L.C. (10% Owner)
Reporting Person: TC Group VI S1, L.P. (10% Owner)
Reporting Person: TC Group VI, L.L.C. (10% Owner)
Reporting Person: TC Group VI, L.P. (10% Owner)
Reporting Person: Carlyle Partners VI Evergreen Holdings, L.P. (10% Owner)
Reporting Person: CP VI Evergreen Holdings, L.P. (10% Owner)
Reporting Person: Carlyle Partners VI Dash Holdings, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-24	Class A Common Stock	C	3930984	$0.00	Acquired	3930984	Indirect
2021-02-24	Class B Common Stock	J	1960039	$0.00	Disposed	37493725	Indirect
2021-02-24	Class A Common Stock	S	3930984	$55.25	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-24	LLC Units of ZoomInfo Holdings LLC	$	C	1960039	Disposed		Class A Common Stock (1960039)	Indirect
2021-02-24	Class C Common Stock	$	C	1970945	Disposed		Class A Common Stock (1970945)	Indirect

Footnotes

F1: Following the transactions reported herein, includes (i) 37,493,725 LLC Units of ZoomInfo Holdings LLC ("OpCo Units") and shares of Class B Common Stock held by Carlyle Partners VI Evergreen Holdings, L.P. ("Carlyle Evergreen"), (ii) 37,702,342 shares of Class C Common Stock held of record by CP VI Evergreen Holdings, L.P. ("CP VI Evergreen") and (iii) 14,090,268 shares of Class C Common Stock held of record by Carlyle Partners VI Dash Holdings, L.P. ("Carlyle VI Dash").

F2: Carlyle Group Management L.L.C. holds an irrevocable proxy to vote a majority of the shares of The Carlyle Group Inc., which is a publicly traded entity listed on Nasdaq. The Carlyle Group Inc. is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities held of record by Carlyle Evergreen and CP VI Evergreen, is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the managing member of TC Group VI S1, L.L.C., which is the general partner of TC Group VI S1, L.P., which is the general partner of Carlyle Evergreen and CP VI Evergreen.

F3: Cont'd. The Carlyle Group Inc. is also the sole member of Carlyle Holdings II GP L.L.C., which is the managing member of Carlyle Holdings II L.L.C., which, with respect to the securities held of record by Carlyle VI Dash, is the managing member of CG Subsidiary Holdings L.L.C., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the sole member of TC Group VI, L.L.C., which is the general partner of TC Group VI, L.P., which is the general partner of Carlyle VI Dash.

F4: Reflects the cancellation for no consideration of Class B Common Stock in connection with the conversion of the OpCo Units in to Class A Common Stock.

F5: The 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 certain exceptions, conditions and adjustments, and have no expiration date.

F6: The Class C Common Stock may be converted into shares of the Issuer's Class A Common Stock on a one-to-one basis at the discretion of the holder and has no expiration date.