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 Atlantic & Pacific VII-B 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)
11/15/2021

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

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

X	Form filed by One Reporting Person
	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	11/15/2021		S⁽¹⁾		141,050	D	$74.1886⁽²⁾	26,105,270	I	See Footnotes⁽³⁾⁽⁴⁾
Class A Common Stock	11/15/2021		S⁽¹⁾		3,644	D	$74.1886⁽²⁾	673,914	I	See Footnotes⁽³⁾⁽⁵⁾
Class A Common Stock	11/15/2021		S⁽¹⁾		24,359	D	$74.1886⁽²⁾	4,508,354	I	See Footnotes⁽³⁾⁽⁶⁾
Class A Common Stock	11/15/2021		S⁽¹⁾		5,239	D	$74.1886⁽²⁾	969,537	I	See Footnotes⁽³⁾⁽⁷⁾
Class A Common Stock	11/15/2021		S⁽¹⁾		177	D	$74.1886⁽²⁾	32,187	I	See Footnotes⁽³⁾⁽⁸⁾
Class A Common Stock	11/15/2021		S⁽¹⁾		9,221	D	$74.1886⁽²⁾	1,707,146	I	See Footnotes⁽³⁾⁽⁹⁾
Class A Common Stock	11/15/2021		S⁽¹⁾		8,274	D	$74.1886⁽²⁾	1,531,601	I	See Footnotes⁽³⁾⁽¹⁰⁾
Class A Common Stock	11/15/2021		S⁽¹⁾		696	D	$74.1886⁽²⁾	128,766	I	See Footnotes⁽³⁾⁽¹¹⁾
Class A Common Stock	11/15/2021		S⁽¹⁾		36,893	D	$74.1886⁽²⁾	6,828,587	I	See Footnotes⁽³⁾⁽¹²⁾
Class A Common Stock	11/15/2021		S⁽¹⁾		33,102	D	$74.1886⁽²⁾	6,126,409	I	See Footnotes⁽³⁾⁽¹³⁾

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)

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to Rule 10b5-1 trading plans adopted on December 6, 2020.

2. Reflects a weighted-average sale price. The shares were sold in multiple transactions at prices ranging from $74.10 to $74.92. The Reporting Persons will provide upon request to the Securities and Exchange Commission, the Company or security holder of the Company, full information regarding the number of shares sold at each separate price.

3. TA Associates, L.P. is the ultimate general partner of each of XI DO, SDF III Feeder, Atlantic & Pacific VII-B, XI DO AIV, SDF III DO, Atlantic & 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. Todd R. Crockett and Jason S. Mironov are directors of the Issuer and serve as representatives of TA Associates, L.P. and the TA Associates Funds on the Issuer's board of directors. TA Associates, L.P. disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest in such securities, if any.

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

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

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

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

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

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

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

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

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

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

Remarks:

Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, TA Associates, L.P., XI DO, SDF III Feeder, XI DO AIV, SDF III DO, Atlantic & Pacific VII-A, Investors IV, AP VII-B, SDF III DO AIV II and XI DO AIV II have filed a separate Form 4.

	TA Atlantic & 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 Jeffrey C. Hadden, its General Counsel, /s/ Jeffrey Hadden	11/17/2021
	** 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