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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ZoomInfo Technologies Inc. [ ZI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/04/2021 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 08/04/2021 | M(1)(2) | 786,607 | A | (3) | 786,607 | D | |||
| Class A Common Stock | 08/04/2021 | S(1) | 786,607 | D | $60.2572(4) | 0 | D | |||
| Class A Common Stock | 08/05/2021 | M(1)(2) | 213,393 | A | (3) | 213,393 | D | |||
| Class A Common Stock | 08/05/2021 | S(1) | 114,933 | D | $60.4929(5) | 98,460 | D | |||
| Class A Common Stock | 08/05/2021 | S(1) | 88,367 | D | $61.5626(6) | 10,093 | D | |||
| Class A Common Stock | 08/05/2021 | S(1) | 10,093 | D | $62.0023(7) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| LLC Units of HSKB Funds, LLC | (8) | 08/04/2021 | M(1) | 786,607 | (8) | (8) | Class A Common Stock(8) | 786,607 | $0 | 2,876,907 | D | ||||
| LLC Units of ZoomInfo Holdings LLC | (3) | 08/04/2021 | M(1) | 786,607 | (3) | (3) | Class A Common Stock | 786,607 | $0 | 786,607 | D | ||||
| LLC Units of ZoomInfo Holdings LLC | (3) | 08/04/2021 | M(1) | 786,607 | (3) | (3) | Class A Common Stock | 786,607 | $0 | 0 | D | ||||
| LLC Units of HSKB Funds, LLC | (8) | 08/05/2021 | M(1) | 213,393 | (8) | (8) | Class A Common Stock(8) | 213,393 | $0 | 2,663,514 | D | ||||
| LLC Units of ZoomInfo Holdings LLC | (3) | 08/05/2021 | M(1) | 213,393 | (3) | (3) | Class A Common Stock | 213,393 | $0 | 213,393 | D | ||||
| LLC Units of ZoomInfo Holdings LLC | (3) | 08/05/2021 | M(1) | 213,393 | (3) | (3) | Class A Common Stock | 213,393 | $0 | 0 | D | ||||
| LLC Units of ZoomInfo Holdings LLC | (3) | (3) | (3) | Class A Common Stock | 30,910,041(9) | 30,910,041(9) | I | See Footnote(10) | |||||||
| Explanation of Responses: |
| 1. The transactions reported in this Form 4 were effected pursuant to a 10b5-1 trading plan entered into prior to November 30, 2020. |
| 2. On August 4, 2021 and August 5, 2021, 786,607 and 213,393 limited liability company units of HSKB Funds, LLC ("HSKB Units"), respectively, held directly by the Reporting Person were exchanged for limited liability company units ("OpCo Units") of ZoomInfo Holdings LLC ("OpCo") together with an equal number of shares of Class B common stock ("Class B Common Stock") of ZoomInfo Technologies Inc. ("ZoomInfo" or the "Issuer"). These OpCo Units and shares of Class B Common Stock were exchanged for shares of ZoomInfo's Class A common stock ("Class A Common Stock") which were sold as described herein. |
| 3. Pursuant to the terms of the limited liability company agreement for 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $60.00 to $60.70, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. |
| 5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $60.00 to $60.98, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. |
| 6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $61.00 to $61.99, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. |
| 7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $62.00 to $62.04, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. |
| 8. Each of these HSKB Units represents the economic value of one OpCo Unit. 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 are 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. |
| 9. Reflects the Reporting Person's proportionate pecuniary interest in the securities held directly by DO Holdings (WA), LLC. |
| 10. 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. |
| Remarks: |
| /s/ Anthony Stark, as Attorney-in-Fact | 08/06/2021 | |
| ** 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. | ||