ZoomInfo Technologies Inc. — Director's Dealing 2021

May 19, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZoomInfo Technologies Inc. (ZI)
CIK: 0001794515
Period of Report: 2021-05-17

Reporting Person: TA ASSOCIATES, L.P. (Director, 10% Owner)
Reporting Person: TA AP VII-B DO Subsidiary Partnership, L.P. (Director, 10% Owner)
Reporting Person: TA XI DO AIV II, L.P. (Director, 10% Owner)
Reporting Person: TA SDF III DO AIV II, L.P. (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-17	Class A Common Stock	C	288841	—	Acquired	288841	Indirect
2021-05-17	Class A Common Stock	C	257185	—	Acquired	257185	Indirect
2021-05-17	Class A Common Stock	C	5435	—	Acquired	5435	Indirect
2021-05-17	Class A Common Stock	J	288841	$0.00	Acquired	0	Indirect
2021-05-17	Class A Common Stock	J	257185	$0.00	Acquired	0	Indirect
2021-05-17	Class A Common Stock	J	5435	$0.00	Acquired	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-17	Units of ZoomInfo Holdings LLC	$	C	288841	Disposed		Class A Common Stock (288841)	Indirect
2021-05-17	Units of ZoomInfo Holdings LLC	$	C	257185	Disposed		Class A Common Stock (257185)	Indirect
2021-05-17	Units of ZoomInfo Holdings LLC	$	C	5435	Disposed		Class A Common Stock (5435)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Units of ZoomInfo Holdings LLC	$		Class A Common Stock (50005912)	50005912	Indirect
Units of ZoomInfo Holdings LLC	$		Class A Common Stock (1290921)	1290921	Indirect
Units of ZoomInfo Holdings LLC	$		Class A Common Stock (8635974)	8635974	Indirect
Units of ZoomInfo Holdings LLC	$		Class A Common Stock (1857197)	1857197	Indirect
Class C Common Stock	$		Class A Common Stock (246665)	246665	Indirect
Class C Common Stock	$		Class A Common Stock (13080491)	13080491	Indirect
Class C Common Stock	$		Class A Common Stock (11735435)	11735435	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: TA Associates, L.P. is the ultimate general partner of each of XI DO, SDF III Feeder, Atlantic and Pacific VII-B, XI DO AIV, SDF III DO, Atlantic and 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.

F3: Securities are held by TA XI DO AIV II, L.P. ("XI DO AIV II").

F4: Securities are held by TA AP VII-B DO Subsidiary Partnership, L.P. ("AP VII-B").

F5: Securities are held by TA SDF III DO AIV II, L.P. ("SDF III DO AIV II").

F6: XI DO AIV II, SDF III DO AIV II and AP VII-B Subsidiary Partnership distributed these shares to one or more of their limited partners and to TA Associates XI GP, LP, TA Associates AP VII GP, LP and TA Associates SDF III GP, LP on a pro rata basis, for no consideration. On the same date, TA Associates XI GP, LP, TA Associates AP VII GP, LP and TA Associates SDF III GP, LP distributed, for no consideration, the shares received in the distribution to one or more of their partners, representing each such partner's pro rata interest in such shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-19 of the Securities and Exchange Act of 1934, as amended.

F7: 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.

F8: 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.

F9: Securities are held by TA XI DO AIV, L.P. ("XI DO AIV").

F10: Securities are held by TA SDF III DO AIV, L.P. ("SDF III DO").

F11: Securities are held by TA Atlantic & Pacific VII-A, L.P. ("Atlantic & Pacific VII-A").

F12: Securities are held by TA Investors IV, L.P. ("Investors IV").

F13: 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.

F14: Securities are held by TA SDF III DO Feeder, L.P. ("SDF III Feeder").

F15: Securities are held by TA XI DO Feeder, L.P ("XI DO").

F16: Securities are held by TA Atlantic & Pacific VII-B, L.P. ("Atlantic & Pacific VII-B").