ZoomInfo (ZI) 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 MA 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)
08/23/2022

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/23/2022		J(1)		12,082,843	D	$0.00	12,512,510	I	See Footnotes(2)(3)
Class A Common Stock	08/23/2022		J(4)		790,154	D	$0.00	818,250	I	See Footnotes(3)(5)
Class A Common Stock	08/23/2022		J(6)		3,160,616	D	$0.00	3,273,006	I	See Footnotes(3)(7)
Class A Common Stock	08/23/2022		J(8)		2,086,696	D	$0.00	2,160,897	I	See Footnotes(3)(9)
Class A Common Stock	08/23/2022		J(10)		708,903	D	$0.00	734,109	I	See Footnotes(3)(11)
Class A Common Stock	08/23/2022		J(12)		2,835,612	D	$0.00	2,936,449	I	See Footnotes(3)(13)
Class A Common Stock	08/23/2022		J(14)		311,923	D	$0.00	323,014	I	See Footnotes(3)(15)
Class A Common Stock	08/23/2022		J(16)		14,900	D	$0.00	15,427	I	See Footnotes(3)(17)
Class A Common Stock	08/23/2022		J(18)		59,602	D	$0.00	61,716	I	See Footnotes(3)(19)
Class A Common Stock	08/23/2022		J(20)		448,751	D	$0.00	464,708	I	See Footnotes(3)(21)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. TA XI DO AIV, L.P. (XI DO AIV) distributed these shares to one or more of its limited partners and to TA Associates XI GP, L.P. (XI GP) on a pro rata basis, for no consideration. On the same date, XI GP distributed, for no consideration, the shares received in the distribution to one or more of its partners, representing each such partners pro rata interest in such shares. All aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-9 and 16a-13 of the Securities and Exchange Act of 1934, as amended (the Act).

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

3. TA Associates, L.P. is the ultimate general partner of each of XI DO AIV, XI DO AIV II, XI DO, Atlantic & Pacific VII-A, AP VII-B, Atlantic & Pacific VII-B, SDF III DO, SDF III DO AIV II, SDF III Feeder and Investors IV (each as defined below and collectively, the TA Associates Funds). Investment and voting control of the TA Associates Funds is held by TA Associates, L.P. Todd R. Crockett is a director of the Issuer and serves as a representative of TA Associates, L.P. and the TA Associates Funds on the Issuers 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. TA XI DO AIV II, L.P. (XI DO AIV II) distributed these shares to XI GP, for no consideration. On the same date, XI GP distributed, for no consideration, the shares received in the distribution to one or more of its partners, representing each such partners pro rata interest in such shares. All aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-9 and 16a-13 of the Act.

5. Securities are held by XI DO AIV II.

6. TA XI DO Feeder, L.P. (XI DO) distributed these shares to one or more of its limited partners on a pro rata basis, for no consideration. The distribution was made in accordance with the exemptions afforded by Rules 16a-9 and 16a-13 of the Act.

7. Securities are held by XI DO.

8. TA Atlantic and Pacific VII-A L.P. (Atlantic & Pacific VII-A) distributed these shares to one or more of its limited partners and to TA Associates AP VII GP L.P. (AP VII GP) on a pro rata basis, for no consideration. On the same date, AP VII GP distributed, for no consideration, the shares received in the distribution to one or more of its partners, representing each such partners pro rata interest in such shares. All aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-9 and 16a-13 of the Act.

9. Securities are held by Atlantic & Pacific VII-A.

10. TA AP VII-B DO Subsidiary Partnership, L.P. (AP VII-B) distributed these shares to AP VII GP, for no consideration. On the same date, AP VII GP distributed, for no consideration, the shares received in the distribution to one or more of its partners, representing each such partners pro rata interest in such shares. All aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-9 and 16a-13 of the Act.

11. Securities are held by AP VII-B.

12. TA Atlantic and Pacific VII-B L.P. (Atlantic & Pacific VII-B) distributed these shares to one or more of its limited partners on a pro rata basis, for no consideration. The distribution was made in accordance with the exemptions afforded by Rules 16a-9 and 16a-13 of the Act.

13. Securities are held by Atlantic and Pacific VII-B.

14. TA SDF III DO AIV, L.P. (SDF III DO) distributed these shares to one or more of its limited partners and to TA Associates SDF III GP, L.P. (SDF III GP) on a pro rata basis, for no consideration. On the same date, SDF III GP distributed, for no consideration, the shares received in the distribution to one or more of its partners, representing each such partners pro rata interest in such shares. All aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-9 and 16a-13 of the Act.

15. Securities are held by SDF III DO.

16. TA SDF III DO AIV II, L.P. (SDF III DO AIV II) distributed these shares to SDF III GP, for no consideration. On the same date, SDF III GP distributed, for no consideration, the shares received in the distribution to one or more of its partners, representing each such partners pro rata interest in such shares. All aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-9 and 16a-13 of the Act.

17. Securities are held by SDF III DO AIV II.

18. TA SDF III DO Feeder, L.P. (SDF III Feeder) distributed these shares to one or more of its limited partners on a pro rata basis, for no consideration. The distribution was made in accordance with the exemptions afforded by Rules 16a-9 and 16a-13 of the Act.

19. Securities are held by SDF III Feeder.

20. TA Investors IV, L.P. (Investors IV) distributed these shares to one or more of its limited partners on a pro rata basis, for no consideration. The distribution was made in accordance with the exemptions afforded by Rules 16a-9 and 16a-13 of the Act.

21. Securities are held by Investors IV.

Remarks:

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

	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 Jeffrey C. Hadden, its General Counsel, /s/ Jeffrey Hadden	08/25/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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