ZoomInfo Technologies Inc. — Director's Dealing 2022

Mar 3, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ZoomInfo Technologies Inc. (ZI)
CIK: 0001794515
Period of Report: 2022-03-01

Reporting Person: Hays Joseph Christopher (Pres, Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-01	Class A Common Stock	M	469	—	Acquired	727288	Direct
2022-03-01	Class A Common Stock	M	5316	—	Acquired	732604	Direct
2022-03-01	Class A Common Stock	S	1248	$54.3637	Disposed	731356	Direct
2022-03-01	Class A Common Stock	S	10	$55.22	Disposed	731346	Direct
2022-03-01	Class A Common Stock	F	185	$54.69	Disposed	731161	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-03-01	HSKB Phantom Units	$	M	469	Disposed		Class A Common Stock (469.0)	Direct
2022-03-01	LLC Units of HSKB Funds, LLC	$	M	5316	Disposed		Class A Common Stock (5316.0)	Direct
2022-03-01	Restricted Stock Units	$	A	13714	Acquired		Class A Common Stock (13714.0)	Direct
2022-03-01	Restricted Stock Units	$	A	219419	Acquired		Class A Common Stock (219419.0)	Direct

Footnotes

F1: Reflects Phantom Units of HSKB Funds II, LLC ("HSKB Phantom Units") that upon vesting settled into shares of Class A Common Stock on a one-for-one basis.

F2: Reflects LLC Units of HSKB Funds, LLC ("HSKB Units") that upon vesting settled into shares of Class A Common Stock on a one-for-one basis.

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

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $53.86 to $54.79, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F5: Reflects shares withheld to cover the Reporting Person's tax liability in connection with the vesting of the HSKB Phantom Units reported herein.

F6: 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.

F7: 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.

F8: Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.

F9: The Reporting Person received an original grant of 13,714 restricted stock units, which vest on June 1, 2022.

F10: The Reporting Person received an original grant of 219,419 restricted stock units, which vest as follows: (a) 75% on March 1, 2025; and (b) the remaining 25% on March 1, 2026.