ZoomInfo Technologies Inc. — Major Shareholding Notification 2022

Feb 14, 2022

SC 13G/A 1 d257544dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

ZoomInfo Technologies, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

98980F104

(CUSIP Number)

December 31, 2021

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

13G

CUSIP No. 98980F104

| 1. | NAMES OF REPORTING PERSONS TA XI DO AIV, L.P. TA XI DO AIV II,
L.P. TA XI DO Feeder, L.P. TA
Atlantic and Pacific VII-A, L.P. TA AP VII-B DO Subsidiary Partnership, L.P. TA Atlantic and Pacific VII-B, L.P. TA
Investors IV, L.P. TA SDF III DO AIV, L.P. TA SDF III DO AIV II, L.P. TA SDF III DO
Feeder, L.P. |
| --- | --- |
| 2. | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒ |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF
ORGANIZATION TA XI DO AIV,
L.P.
Delaware TA XI DO AIV II,
L.P.
Delaware TA XI DO Feeder,
L.P.
Delaware TA Atlantic and Pacific VII-A,
L.P. Delaware TA AP VII-B DO Subsidiary Partnership, L.P. Delaware TA Atlantic and Pacific VII-B,
L.P. Delaware TA Investors IV,
L.P.
Delaware TA SDF III DO AIV,
L.P.
Delaware TA SDF III DO AIV II,
L.P.
Delaware TA SDF III DO Feeder,
L.P.
Delaware |

| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER TA XI DO AIV,
L.P.
24,595,353 TA XI DO AIV II,
L.P.
1,608,404 TA XI DO Feeder,
L.P.
6,433,622 TA Atlantic and Pacific VII-A,
L.P. 4,247,593 TA AP VII-B DO Subsidiary Partnership, L.P. 1,443,012 TA Atlantic and Pacific VII-B,
L.P. 5,772,061 TA Investors IV,
L.P.
913,459 TA SDF III DO AIV,
L.P.
634,937 TA SDF III DO AIV II,
L.P.
30,327 TA SDF III DO Feeder,
L.P.
121,318 |
| --- | --- |
| 6. | SHARED VOTING POWER None |
| 7. | SOLE DISPOSITIVE POWER TA XI DO AIV,
L.P.
24,595,353 TA XI DO AIV II,
L.P.
1,608,404 TA XI DO Feeder,
L.P.
6,433,622 TA Atlantic and Pacific VII-A,
L.P. 4,247,593 TA AP VII-B DO Subsidiary Partnership, L.P. 1,443,012 TA Atlantic and Pacific VII-B,
L.P. 5,772,061 TA Investors IV,
L.P.
913,459 TA SDF III DO AIV,
L.P.
634,937 TA SDF III DO AIV II,
L.P.
30,327 TA SDF III DO Feeder,
L.P.
121,318 |
| 8. | SHARED DISPOSITIVE POWER None |

| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON TA XI DO AIV,
L.P.
24,595,353 TA XI DO AIV II,
L.P.
1,608,404 TA XI DO Feeder,
L.P.
6,433,622 TA Atlantic and Pacific VII-A,
L.P. 4,247,593 TA AP VII-B DO Subsidiary Partnership, L.P. 1,443,012 TA Atlantic and Pacific VII-B,
L.P. 5,772,061 TA Investors IV,
L.P.
913,459 TA SDF III DO AIV,
L.P.
634,937 TA SDF III DO AIV II,
L.P.
30,327 TA SDF III DO Feeder,
L.P.
121,318 |
| --- | --- |
| 10. | CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11. | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) TA XI DO AIV,
L.P.
6.55% TA XI DO AIV II,
L.P.
0.43% TA XI DO Feeder,
L.P.
1.71% TA Atlantic and Pacific
VII-A,
L.P.
1.13% TA AP VII-B DO Subsidiary Partnership,
L.P. 0.38% TA Atlantic and Pacific VII-B,
L.P. 1.54% TA Investors IV,
L.P.
0.24% TA SDF
III DO AIV,
L.P.
0.17% TA SDF III DO AIV II,
L.P.
0.01% TA SDF III DO Feeder,
L.P.
0.03% |
| 12. | TYPE OF REPORTING PERSON
(see instructions) PN |

13G

CUSIP No. 98980F104

Item 1.

(a)	Name of Issuer ZoomInfo Technologies, Inc.
(b)	Address of Issuer’s Principal Executive Offices 805 Broadway Street Suite 900 Vancouver WA 98660 United States of America

Item 2.

| (a) | Name of Person Filing TA XI DO AIV, L.P. TA
XI DO AIV II, L.P. TA XI DO Feeder, L.P. TA Atlantic and
Pacific VII-A, L.P. TA AP VII-B DO Subsidiary Partnership, L.P. TA Atlantic and Pacific VII-B, L.P. TA Investors IV, L.P. TA SDF III DO AIV, L.P. TA SDF III DO AIV II, L.P. TA SDF III DO Feeder,
L.P. |
| --- | --- |
| (b) | Address of the Principal Office or, if none, Residence c/o TA Associates, L.P. 200 Clarendon Street, 56 th Floor Boston, MA 02116 |
| (c) | Citizenship Not Applicable |
| (d) | Title of Class of Securities Class A Common Stock |
| (e) | CUSIP Number 98980F104 |

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	☐	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
(k)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(K).
Not Applicable

13G

CUSIP No. 98980F104

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)	Amount beneficially owned: — TA XI DO AIV, L.P. TA XI DO AIV II, L.P. TA XI DO Feeder, L.P. TA Atlantic and Pacific VII-A, L.P. TA AP VII-B DO Subsidiary Partnership, L.P. TA Atlantic and Pacific VII-B, L.P. TA Investors IV, L.P. TA SDF III DO AIV, L.P. TA SDF III DO AIV II, L.P. TA SDF III DO Feeder, L.P.	24,595,353 1,608,404 6,433,622 4,247,593 1,443,012 5,772,061 913,459 634,937 30,327 121,318
(b)	Percent of
class: 1
	TA XI DO AIV, L.P. TA XI DO AIV II, L.P. TA XI DO Feeder, L.P. TA Atlantic and Pacific VII-A, L.P. TA AP VII-B DO Subsidiary Partnership, L.P. TA Atlantic and Pacific VII-B, L.P. TA Investors IV, L.P. TA SDF III DO AIV, L.P. TA SDF III DO AIV II, L.P. TA SDF III DO Feeder, L.P.	6.55 0.43 1.71 1.13 0.38 1.54 0.24 0.17 0.01 0.03	% % % % % % % % % %
(c)	Number of shares as to which the person has:
(i)	Sole power to vote or to direct the vote.
	TA XI DO AIV, L.P. TA XI DO AIV II, L.P. TA XI DO Feeder, L.P. TA Atlantic and Pacific VII-A, L.P. TA AP VII-B DO Subsidiary Partnership, L.P. TA Atlantic and Pacific VII-B, L.P. TA Investors IV, L.P. TA SDF III DO AIV, L.P. TA SDF III DO AIV II, L.P. TA SDF III DO Feeder, L.P.	24,595,353 1,608,404 6,433,622 4,247,593 1,443,012 5,772,061 913,459 634,937 30,327 121,318
(ii)	Shared power to vote or to direct the vote.
	None
(iii)	Sole power to dispose or to direct the disposition of.
	TA XI DO AIV, L.P. TA XI DO AIV II, L.P. TA XI DO Feeder, L.P. TA Atlantic and Pacific VII-A, L.P. TA AP VII-B DO Subsidiary Partnership, L.P. TA Atlantic and Pacific VII-B, L.P. TA Investors IV, L.P. TA SDF III DO AIV, L.P. TA SDF III DO AIV II, L.P. TA SDF III DO Feeder, L.P.	24,595,353 1,608,404 6,433,622 4,247,593 1,443,012 5,772,061 913,459 634,937 30,327 121,318
(iv)	Shared power to dispose or to direct the disposition of.
	None

1 The ownership information presented below represents beneficial ownership of Class A Common Stock of the issuer as of the date of this filing, based upon 375,392,534 shares of Class A Common Stock outstanding as of October 25, 2021, as disclosed by the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2021.

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CUSIP No. 98980F104

Item 5. Ownership of Five Percent or Less of a Class.

Not Applicable

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable

Item 8. Identification and Classification of Members of the Group.

The Reporting Persons are a party to that certain (i) Stockholders Agreement (the “ Stockholders Agreement ”) dated as of June 3, 2020, among ZoomInfo Technologies Inc. (the “ Issuer ”), the TA Stockholders (as defined therein), the Carlyle Stockholders (as defined therein) and the Founder Stockholders (as defined therein and which initially includes DO Holdings (WA), LLC, HSKB Funds, LLC, and HSKB Funds II, LLC) and (ii) the Irrevocable Proxy (the “ Irrevocable Proxy ”) dated as of June 3, 2020, among the TA Stockholders, the Carlyle Stockholders, the Founder Stockholders and 22C (as defined therein, and together with the TA Stockholders, the Carlyle Stockholders and the Founder Stockholders, the “ Other Parties ”).

By virtue of being a party to the Stockholders Agreement and the Proxy, each of the Reporting Persons on this Schedule 13G may be deemed to be members of a “group”, as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended, with the Other Parties. The share ownership reported for the Reporting Persons do[es] not include any securities of the Issuer owned by the Other Parties, and each of the Reporting Persons disclaim beneficial ownership of the securities beneficially owned by the Other Parties.

Item 9. Notice of Dissolution of Group.

Not Applicable

Item 10. Certification.

Not Applicable

13G

CUSIP No. 98980F104

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Agreement for Joint Filing

TA XI DO AIV, L.P., TA XI DO AIV II, L.P., TA XI DO Feeder, L.P., TA Atlantic and Pacific VII-A, L.P., TA AP VII-B DO Subsidiary Partnership, L.P., TA Atlantic and Pacific VII-B, L.P., TA Investors IV, L.P., TA SDF III DO AIV, L.P., TA SDF III DO AIV II, L.P., and TA SDF III DO Feeder, L.P. hereby agree to submit a joint schedule 13G with the Securities and Exchange Commission concerning their beneficial ownership of ZoomInfo Technologies, Inc.

Dated: February 14, 2022

TA XI DO AIV, L.P.
By:	TA Associates XI GP, L.P., its General Partner
By:	TA Associates, L.P., its General Partner
By:	/S/ Jeffrey C. Hadden
	Jeffrey C. Hadden, General Counsel
TA XI DO AIV II, L.P.
By:	TA Associates XI GP, L.P., its General Partner
By:	TA Associates, L.P., its General Partner
By:	/S/ Jeffrey C. Hadden
	Jeffrey C. Hadden, General Counsel
TA XI DO Feeder, L.P.
By:	TA Associates XI GP, L.P., its General Partner
By:	TA Associates, L.P., its General Partner
By:	/S/ Jeffrey C. Hadden
	Jeffrey C. Hadden, General Counsel
TA Atlantic and Pacific VII-A, L.P.
By:	TA Associates AP VII GP, L.P., its General Partner
By:	TA Associates, L.P., its General Partner
By:	/S/ Jeffrey C. Hadden
	Jeffrey C. Hadden, General Counsel
TA AP VII-B DO Subsidiary Partnership, L.P.
By:	TA Associates AP VII GP, L.P., its General Partner
By:	TA Associates, L.P., its General Partner
By:	/S/ Jeffrey C. Hadden
	Jeffrey C. Hadden, General Counsel
TA Atlantic and Pacific VII-B, L.P.
By:	TA Associates AP VII GP, L.P., its General Partner
By:	TA Associates, L.P., its General Partner
By:	/S/ Jeffrey C. Hadden
	Jeffrey C. Hadden, General Counsel
TA Investors IV, L.P.
By:	TA Associates, L.P., its General Partner
By:	/S/ Jeffrey C. Hadden
	Jeffrey C. Hadden, General Counsel
TA SDF III DO AIV, L.P.
By:	TA Associates SDF III GP, L.P., its General Partner
By:	TA Associates, L.P., its General Partner
By:	/S/ Jeffrey C. Hadden
	Jeffrey C. Hadden, General Counsel

13G

CUSIP No. 98980F104

TA SDF III DO AIV II, L.P.
By:	TA Associates SDF III GP, L.P., its General Partner
By:	TA Associates, L.P., its General Partner
By:	/S/ Jeffrey C. Hadden
	Jeffrey C. Hadden, General Counsel
TA SDF III DO Feeder, L.P.
By:	TA Associates SDF III GP, L.P., its General Partner
By:	TA Associates, L.P., its General Partner
By:	/S/ Jeffrey C. Hadden
	Jeffrey C. Hadden, General Counsel