Form Type: 4

SEC EDGAR Link
Accession Number:0001794515-21-000071
Date:2021-02-24
Issuer: ZOOMINFO TECHNOLOGIES INC. (ZI)
Original Submission Date:

Reporting Person:

HAYS JOSEPH CHRISTOPHER
C/O ZOOMINFO TECHNOLOGIES INC.,
805 BROADWAY STREET, SUITE 900 VANCOUVER, WA 98660

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 3,284 a $0.00 3,284 direct
CLASS A COMMON STOCK 2021-02-24 S 1,849 d $51.60 1,435 direct
CLASS A COMMON STOCK 2021-02-24 S 1,435 d $52.53 0 direct
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
LLC UNITS OF HSKB FUNDS, LLC 0.0 2021-02-24 deemed execution date C 10,629 (d) class a common stock 10,629 $0.00 100,990 direct
LLC UNITS OF ZOOMINFO HOLDINGS LLC 0.0 2021-02-24 deemed execution date C 10,629 (a) class a common stock 10,629 $0.00 83,206 direct
LLC UNITS OF ZOOMINFO HOLDINGS LLC 0.0 2021-02-24 deemed execution date C 3,284 (d) class a common stock 3,284 $0.00 79,922 direct
Footnotes
IDfootnote
f1 on february 24, 2021, upon vesting limited liability company units of hskb funds, llc ("hskb units") settled into 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"). a portion of these opco units and shares of class b common stock were exchanged for shares of the issuer's class a common stock ("class a common stock") as described herein.
f2 reflects shares sold to cover the reporting person's tax liability in connection with the vesting of the securities reported herein.
f3 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions ranging from $51.14 to $52.13, 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.
f4 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions ranging from $52.25 to $53.11, 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.
f5 each of these hskb units represents the economic value of one opco unit. upon vesting, each hskb unit settles into an opco unit and a share of class b common stock, which together may be exchanged 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 shares.
f6 reflects an original amount of 255,124 hskb units of which 101,297 vested on december 5, 2020, 42,208 vested on december 14, 2020 and the remaining unvested portion vests in twenty-one equal monthly installments beginning on january 1, 2021, subject to accelerated vesting upon certain change in control events and other vesting conditions.
f7 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.
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