SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 06/04/2020 | 3. Issuer Name and Ticker or Trading Symbol ZoomInfo Technologies Inc. [ ZI ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class P Units of ZoomInfo Holdings LLC | (1) | (1) | Class A Common Stock | 1,928,870(1) | 4 | D | |
Class P Units of ZoomInfo Holdings LLC | (2) | (2) | Class A Common Stock | 450,000(2) | 21 | D | |
LLC Units of ZoomInfo Holdings LLC | (3) | (3) | Class A Common Stock | 58,647,878 | (3) | I | See Footnote(4) |
LLC Units of ZoomInfo Holdings LLC | (3) | (3) | Class A Common Stock | 15,295,355 | (3) | I | See Footnote(5)(6) |
LLC Units of ZoomInfo Intermediate Holdings LLC | (7) | (7) | Class A Common Stock | 2,778,810 | (7) | I | See Footnote(6)(8) |
Explanation of Responses: |
1. Reflects Class P limited liability company units ("Class P Units") of ZoomInfo Holdings LLC ("OpCo") which are profits interests that are economically similar to a stock settled stock option. Vested Class P units are exchangeable, at the holder's election, into a number of shares of the Issuer's Class A common stock ("Class A Common Stock") equal in value to the "spread value" represented by the excess of the value of shares of Class A Common Stock at the time of exchange above the "distribution threshold" associated with the Class P Units, multiplied by the number of Class P Units being exchanged. The number reflected in Table II reflects the number of Class P Units held by the Reporting Person. Of these Class P Units, 50% vest March 12, 2020, and the remaining 50% vest in equal monthly installments during the 24 months thereafter. |
2. Reflects Class P Units that vest as follows: (a) one-third vest on June 3, 2022, (b) one-third vest on June 3, 2023, and (c) one-third vest on June 3, 2024. The number reflected in Table II reflects the number of Class P Units held by the Reporting Person. |
3. Pursuant to the terms of the limited liability company agreement for OpCo, limited liability company units of OpCo ("OpCo Units") and an equal number of shares of Class B Common Stock, together are exchangeable for shares of Class A Common Stock on a one-for-one basis at the discretion of the holder, subject to exchange rate adjustments for stock splits, stock dividends, and reclassifications. These exchange rights do not expire. Shares of Class B Common Stock have no economic value and have 10 votes per share. |
4. Reflects securities held directly by DO Holdings (WA), LLC. DO Holdings (WA), LLC is owned by Henry Schuck and Kirk Brown. The Reporting Person may be deemed to share voting and dispositive power over the securities held by DO Holdings (WA), LLC. |
5. Reflects securities held directly by HSKB Funds, LLC. |
6. HSKB Funds, LLC and HSKB Funds II, LLC are managed by HLS Management, LLC. The Reporting Person is the sole member of HLS Management, LLC. The Reporting Person holds 7,363,514 limited liability company units of HSKB Funds, LLC ("HSKB Units"), each of which represents the economic value of one OpCo Unit held by HSKB Funds, LLC. Each such HSKB Unit is fully vested and is exchangeable, at the Reporting Person's option, into an OpCo Unit and a share of Class B Common Stock, which together shall be exchangeable by the Issuer for shares of Class A Common Stock on a one-for-one basis, subject to exchange rate adjustments for stock splits, stock dividends, and reclassifications. Shares of Class B Common Stock have no economic value and have 10 votes per share. |
7. Pursuant to the terms of the limited liability company agreement for ZoomInfo Intermediate Holdings LLC ("HoldCo"), limited liability company units of HoldCo ("HoldCo Units") and an equal number of shares of Class B Common Stock, together are exchangeable for shares of Class A Common Stock on a one-for-one basis at the discretion of the holder, subject to exchange rate adjustments for stock splits, stock dividends, and reclassifications. These exchange rights do not expire. Shares of Class B Common Stock have no economic value and have 10 votes per share. |
8. Reflects securities held directly by HSKB Funds II, LLC. |
Remarks: |
The Reporting Person disclaims beneficial ownership of the securities reported herein as indirectly beneficially owned, except to the extent of his pecuniary interest therein. Exhibit List: Exhibit 24 - Power of Attorney |
/s/ Anthony Stark, as Attorney-in-Fact | 06/04/2020 | |
HSKB Funds, LLC, by HLS Management, LLC, its manager, by Henry Schuck, its member /s/ Henry Schuck | 06/04/2020 | |
HSKB Funds II, LLC, by HLS Management, LLC, its manager, by Henry Schuck, its member /s/ Henry Schuck | 06/04/2020 | |
HLS Management, LLC, by Henry Schuck, its member /s/ Henry Schuck | 06/04/2020 | |
** 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 5 (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. |