Form Type: 4

SEC EDGAR Link
Accession Number:0000905148-21-000248
Date:2021-02-24
Issuer: ZOOMINFO TECHNOLOGIES INC. (ZI)
Original Submission Date:

Reporting Person:

WINN DAVID RANDALL
7900 GLADES ROAD
SUITE 540 BOCA RATON, FL 33496

Reporting Person:

FIVEW CAPITAL LLC
7900 GLADES ROAD
SUITE 540 BOCA RATON, FL 33496

Reporting Person:

FIVEW DISCOVERORG LLC
7900 GLADES ROAD
SUITE 540 BOCA RATON, FL 33496

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2021-02-24 C 25,570 a $0.00 25,570 f4 indirect f3,f4
CLASS A COMMON STOCK 2021-02-24 C 55,391 a $0.00 55,391 direct
CLASS A COMMON STOCK 2021-02-24 C 208,457 a $0.00 208,457 f1 indirect f1
CLASS A COMMON STOCK 2021-02-24 C 779,598 a $0.00 779,598 f4 indirect f2,f4
CLASS A COMMON STOCK 2021-02-24 S 25,570 d $55.25 0 f4 indirect f3,f4
CLASS A COMMON STOCK 2021-02-24 S 55,391 d $55.25 0 direct
CLASS A COMMON STOCK 2021-02-24 S 208,457 d $55.25 0 f1 indirect f1
CLASS A COMMON STOCK 2021-02-24 S 779,598 d $55.25 0 f4 indirect f2,f4
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
CLASS C COMMON STOCK 0.0 2021-02-24 deemed execution date C 25,570 (d) class a common stock 25,570 $0.00 398,476 indirect see footnotes
LLC UNITS OF ZOOMINFO HOLDINGS LLC 0.0 2021-02-24 deemed execution date C 55,391 (d) class a common stock 55,391 $0.00 1,258,117 direct
LLC UNITS OF ZOOMINFO HOLDINGS LLC 0.0 2021-02-24 deemed execution date C 208,457 (d) class a common stock 208,457 $0.00 4,734,774 indirect see footnote
LLC UNITS OF ZOOMINFO HOLDINGS LLC 0.0 2021-02-24 deemed execution date C 779,598 (d) class a common stock 779,598 $0.00 12,182,507 indirect see footnotes
CLASS C COMMON STOCK 0.0 deemed execution date 0 ( ) class a common stock 2,308,179 $0.00 2,308,179 indirect see footnotes
CLASS C COMMON STOCK 0.0 deemed execution date 0 ( ) class a common stock 502,168 $0.00 502,168 indirect see footnotes
LLC UNITS OF ZOOMINFO HOLDINGS LLC 0.0 deemed execution date 0 ( ) class a common stock 2,820,048 $0.00 2,820,048 indirect see footnotes
LLC UNITS OF ZOOMINFO INTERMEDIATE HOLDINGS LLC 0.0 deemed execution date 0 ( ) class a common stock 76,812 $0.00 76,812 indirect see footnotes
Footnotes
IDfootnote
f1 these shares are held directly by fivew discoverorg, llc, whose managing member is fivew capital llc. d. randall winn is the managing member of fivew capital llc and, in such capacity, exercises voting and investment power over the shares held directly by fivew discoverorg, llc. each of fivew discoverorg, llc, fivew capital llc and mr. winn disclaims beneficial ownership of these shares except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the shares for purposes of section 16 of the securities exchange act of 1934, as amended (the "exchange act"), or for any other purpose.
f2 these shares are held directly following this offering by 22c magellan holdings llc, whose two principal members are 22c discoverorg investors, llc and 22c capital i, l.p. 22c discoverorg mm, llc is the managing member of 22c discoverorg investors, llc. 22c discoverorg advisors, llc is the managing member of 22c discoverorg mm, llc.
f3 these shares are held directly by 22c capital i-a, l.p.
f4 22c capital gp i, l.l.c. is the general partner of 22c capital i, l.p. and of 22c capital i-a, l.p. 22c capital gp i mm llc is the managing member of 22c capital gp i, l.l.c. eric edell and d. randall winn are co-managing members of 22c discoverorg advisors, llc and co-members of 22c capital gp i mm llc and, in such capacities, exercise voting or investment power over the shares held directly by each of 22c magellan holdings llc and by 22c capital i-a, l.p. each of the 22c capital reporting persons, mr. edell and mr. winn disclaims beneficial ownership of these shares except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the shares for purposes of section 16 of the exchange act, or for any other purpose.
f5 shares of the issuer's class c common stock ("class c common stock") have ten votes per share and are convertible into shares of the issuer's class a common stock ("class a common stock") on a one-for-one basis at the discretion of the holder. these conversion rights do not expire. in addition, each share of class c common stock will convert automatically into one share of class a common stock pursuant to the terms of the issuer's amended and restated certificate of incorporation (the "charter"), including upon any transfer, whether or not for value, except for certain affiliate transfers described in the charter.
f6 pursuant to the terms of the limited liability company agreement for zoominfo holdings llc ("opco"), limited liability company units of opco ("opco units") and an equal number of shares of the issuer's class b common stock ("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.
f7 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.
f8 these shares are held directly by 22c discoverorg mm, llc. 22c discoverorg advisors, llc is the managing member of 22c discoverorg mm, llc.
f9 on february 23, 2021, 22c magellan holdings llc transferred shares, on a pro rata basis and for no consideration, to 22c discoverorg investors, llc, one of its principal members, who then transferred the shares to 22c discoverorg mm, llc, its managing member. this transfer was exempt from section 16 of the exchange act pursuant to rule 16a-13 under the exchange act.
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