ZoomInfo Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TA ASSOCIATES, L.P.

(Last)

(First)

(Middle)

200 CLARENDON STREET

56TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ZoomInfo Technologies Inc. [ ZI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/17/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/17/2021		C		288,841	A	⁽¹⁾	288,841	I	See Footnotes⁽²⁾⁽³⁾
Class A Common Stock	05/17/2021		C		257,185	A	⁽¹⁾	257,185	I	See Footnotes⁽²⁾⁽⁴⁾
Class A Common Stock	05/17/2021		C		5,435	A	⁽¹⁾	5,435	I	See Footnotes⁽²⁾⁽⁵⁾
Class A Common Stock	05/17/2021		J⁽⁶⁾		288,841	A	$0.00⁽⁷⁾	0	I	See Footnotes⁽²⁾⁽³⁾
Class A Common Stock	05/17/2021		J⁽⁶⁾		257,185	A	$0.00⁽⁷⁾	0	I	See Footnotes⁽²⁾⁽⁴⁾
Class A Common Stock	05/17/2021		J⁽⁶⁾		5,435	A	$0.00⁽⁷⁾	0	I	See Footnotes⁽²⁾⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Units of ZoomInfo Holdings LLC	⁽⁸⁾	05/17/2021		C			288,841	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	288,841	$0.00	3,332,460	I	See Footnotes⁽²⁾⁽³⁾
Units of ZoomInfo Holdings LLC	⁽⁸⁾	05/17/2021		C			257,185	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	257,185	$0.00	2,991,740	I	See Footnotes⁽²⁾⁽⁴⁾
Units of ZoomInfo Holdings LLC	⁽⁸⁾	05/17/2021		C			5,435	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	5,435	$0.00	62,852	I	See Footnotes⁽²⁾⁽⁵⁾
Units of ZoomInfo Holdings LLC	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	50,005,912		50,005,912	I	See Footnotes⁽²⁾⁽⁹⁾
Units of ZoomInfo Holdings LLC	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	1,290,921		1,290,921	I	See Footnotes⁽²⁾⁽¹⁰⁾
Units of ZoomInfo Holdings LLC	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	8,635,974		8,635,974	I	See Footnotes⁽²⁾⁽¹¹⁾
Units of ZoomInfo Holdings LLC	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	1,857,197		1,857,197	I	See Footnotes⁽²⁾⁽¹²⁾
Class C Common Stock	⁽¹³⁾							⁽¹³⁾	⁽¹³⁾	Class A Common Stock	246,665		246,665	I	See Footnotes⁽²⁾⁽¹⁴⁾
Class C Common Stock	⁽¹³⁾							⁽¹³⁾	⁽¹³⁾	Class A Common Stock	13,080,491		13,080,491	I	See Footnotes⁽²⁾⁽¹⁵⁾
Class C Common Stock	⁽¹³⁾							⁽¹³⁾	⁽¹³⁾	Class A Common Stock	11,735,435		11,735,435	I	See Footnotes⁽²⁾⁽¹⁶⁾

1. Name and Address of Reporting Person^*

TA ASSOCIATES, L.P.

(Last)

(First)

(Middle)

200 CLARENDON STREET

56TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TA AP VII-B DO Subsidiary Partnership, L.P.

(Last)

(First)

(Middle)

200 CLARENDON STREET

56TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TA XI DO AIV II, L.P.

(Last)

(First)

(Middle)

200 CLARENDON STREET

56TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TA SDF III DO AIV II, L.P.

(Last)

(First)

(Middle)

200 CLARENDON STREET

56TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Explanation of Responses:

1. 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.

2. 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.

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

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

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

6. 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.

7. 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.

8. 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.

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

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

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

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

13. 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.

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

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

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

Remarks:

	/s/ TA Associates, L.P., by Jeffrey C. Hadden, its, General Counsel, /s/ Jeffrey C. Hadden	05/19/2021
	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 Jeffrey C. Hadden, its, General Counsel, /s/ Jeffrey C. Hadden	05/19/2021
	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 Jeffrey C. Hadden, its General Counsel, /s/ Jeffrey C. Hadden	05/19/2021
	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 Jeffrey C. Hadden, its General Counsel, /s/ Jeffrey C. Hadden	05/19/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

ZoomInfo (ZI) Form 4Change in insider ownership