| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 4
)*
|
ZoomInfo Technologies Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
98980F104 (CUSIP Number) |
12/31/2024 (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) |
SCHEDULE 13G |
| CUSIP No. | 98980F104 |
| 1 | Names of Reporting Persons Schuck Henry | ||||||||
| 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 UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 28,844,952.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 8.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
Sole Voting Power and Sole Dispositive Power shown in Boxes 5 and 7 consists of (i) 12,280,501 shares of Common Stock, par value $0.01 per share (the "Common Stock"), of ZoomInfo Technologies Inc. (the "Issuer") held directly by Henry Schuck, (ii) 2,224,173 shares of Common Stock held directly by HSKB Funds, LLC, (iii) 725,573 shares of Common Stock held directly by HSKB Funds II, LLC, and (iv) 237,376 shares of Common Stock held by a grantor trust. HSKB Funds, LLC and HSKB Funds II, LLC are managed by HLS Management, LLC. Henry Schuck is the sole member of HLS Management, LLC. Henry Schuck only has an economic interest in 1,848,514 shares of Common Stock held by HSKB and no economic interest in shares of Common Stock held by HSKB II.
Shared Voting Power and Shared Dispositive Power shown in Boxes 6 and 8 consists of shares of Common Stock held directly by DO Holdings (WA), LLC ("DO Holdings"). DO Holdings is substantially owned by Henry Schuck and Kirk Norman Brown.
The percentage shown in Box 11 is calculated based on 343,368,755 shares of Common Stock outstanding as of October 31, 2024, as reported in the 10-Q for the quarterly period ended September 30, 2024 filed with the Securities and Exchange Commission by the issuer on November 12, 2024 (the "Third Quarter 10-Q").
SCHEDULE 13G |
| CUSIP No. | 98980F104 |
| 1 | Names of Reporting Persons DO Holdings (WA), LLC | ||||||||
| 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 WASHINGTON | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 13,377,329.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 3.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Shared Voting Power and Shared Dispositive Power shown in Boxes 6 and 8 held by DO Holdings is substantially owned by Henry Schuck and Kirk Norman Brown.
The percentage shown in Box 11 is calculated based on 343,368,755 shares of Common Stock outstanding as of October 31, 2024, as reported in the Third Quarter 10-Q.
SCHEDULE 13G |
| CUSIP No. | 98980F104 |
| 1 | Names of Reporting Persons Brown Kirk Norman | ||||||||
| 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 UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 20,993,943.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 6.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
Shared Voting Power and Shared Dispositive Power shown in Boxes 6 and 8 consists of shares of Common Stock held directly by DO Holdings. DO Holdings is substantially owned by Henry Schuck and Kirk Norman Brown.
The percentage shown in Box 11 is calculated based on 343,368,755 shares of Common Stock outstanding as of October 31, 2024, as reported in the Third Quarter 10-Q.
SCHEDULE 13G |
| 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 | |
| Item 2. | ||
| (a) | Name of person filing: This statement is filed by Henry Schuck, DO Holdings and Kirk Norman Brown (together the "Reporting Persons"). | |
| (b) | Address or principal business office or, if
none, residence: For Mr. Schuck, 805 Broadway Street, Suite 900, Vancouver, WA 98660
For DO Holdings, 805 Broadway Street, Suite 900, Vancouver, WA 98660
For Mr. Brown, c/o Wildwood Law Group, 3915 NE 15th Ave, #362, Portland, OR 97212 | |
| (c) | Citizenship: For Mr. Schuck, United States of America. DO Holdings is a Washington limited liability company. For Mr. Brown, United States of America. | |
| (d) | Title of class of securities: Common Stock | |
| (e) | CUSIP No.: 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). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: Henry Schuck 28,844,952
DO Holdings 13,377,329
Kirk Norman Brown 20,993,943 | |
| (b) | Percent of class: Henry Schuck 8.4%
DO Holdings 3.9%
Kirk Norman Brown 6.1 % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: Henry Schuck 15,467,623
DO Holdings 0
Kirk Norman Brown 7,616,614 | ||
| (ii) Shared power to vote or to direct the
vote: Henry Schuck 13,377,32
DO Holdings 13,377,32
Kirk Norman Brown 13,377,329 | ||
| (iii) Sole power to dispose or to direct the
disposition of: Henry Schuck 15,467,623
DO Holdings 0
Kirk Norman Brown 7,616,614 | ||
| (iv) Shared power to dispose or to direct the
disposition of: Henry Schuck 13,377,329
DO Holdings 13,377,329
Kirk Norman Brown 13,377,329 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 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 or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each member of the group.
DO Holdings is a party to that certain (i) Stockholders Agreement (the "Stockholders Agreement") dated as of June 3, 2020, among 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, 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 DO Holdings being a party to the Stockholders Agreement and the Irrevocable 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 does not include any securities of the Issuer owned by the Other Parties, and each of the Reporting Persons disclaims beneficial ownership of the securities beneficially owned by the Other Parties. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
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| 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. |
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