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*
Winn David Randall

(Last) (First) (Middle)
7900 GLADES ROAD
SUITE 540

(Street)
BOCA RATON FL 33496

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ZoomInfo Technologies Inc. [ ZI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/24/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 02/24/2021 C 25,570 A (5) 25,570 I(3)(4) See footnotes(3)(4)
Class A Common Stock 02/24/2021 C 55,391 A (6) 55,391 D
Class A Common Stock 02/24/2021 C 208,457 A (6) 208,457 I(1) See footnote(1)
Class A Common Stock 02/24/2021 C 779,598 A (6) 779,598 I(2)(4) See footnotes(2)(4)
Class A Common Stock 02/24/2021 S 25,570 D $55.25 0 I(3)(4) See footnotes(3)(4)
Class A Common Stock 02/24/2021 S 55,391 D $55.25 0 D
Class A Common Stock 02/24/2021 S 208,457 D $55.25 0 I(1) See footnote(1)
Class A Common Stock 02/24/2021 S 779,598 D $55.25 0 I(2)(4) See footnotes(2)(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Class C Common Stock (5) 02/24/2021 C 25,570 (5) (5) Class A Common Stock 25,570 $0 398,476 I(3)(4) See footnotes(3)(4)
Class C Common Stock (5) (5) (5) Class A Common Stock 2,308,179 2,308,179 I(2)(4) See footnotes(2)(4)
Class C Common Stock (5) (5) (5) Class A Common Stock 502,168(9) 502,168(9) I(4)(8) See footnotes(4)(8)
LLC Units of ZoomInfo Holdings LLC (6) 02/24/2021 C 55,391 (6) (6) Class A Common Stock 55,391 $0 1,258,117 D
LLC Units of ZoomInfo Holdings LLC (6) 02/24/2021 C 208,457 (6) (6) Class A Common Stock 208,457 $0 4,734,774 I(1) See footnote(1)
LLC Units of ZoomInfo Holdings LLC (6) 02/24/2021 C 779,598 (6) (6) Class A Common Stock 779,598 $0 12,182,507 I(2)(4) See footnotes(2)(4)
LLC Units of ZoomInfo Holdings LLC (6) (6) (6) Class A Common Stock 2,820,048(9) 2,820,048(9) I(4)(8) See footnotes(4)(8)
LLC Units of ZoomInfo Intermediate Holdings LLC (7) (7) (7) Class A Common Stock 76,812 76,812 I(3)(4) See footnotes(3)(4)
1. Name and Address of Reporting Person*
Winn David Randall

(Last) (First) (Middle)
7900 GLADES ROAD
SUITE 540

(Street)
BOCA RATON FL 33496

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FiveW Capital LLC

(Last) (First) (Middle)
7900 GLADES ROAD
SUITE 540

(Street)
BOCA RATON FL 33496

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FiveW DiscoverOrg LLC

(Last) (First) (Middle)
7900 GLADES ROAD
SUITE 540

(Street)
BOCA RATON FL 33496

(City) (State) (Zip)
Explanation of Responses:
1. 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.
2. 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.
3. These shares are held directly by 22C Capital I-A, L.P.
4. 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.
5. 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.
6. 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.
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.
8. These shares are held directly by 22C DiscoverOrg MM, LLC. 22C DiscoverOrg Advisors, LLC is the managing member of 22C DiscoverOrg MM, LLC.
9. 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.
Remarks:
This Form 4 is being filed in conjunction with the Form 4 filed simultaneously by: 22C Magellan Holdings LLC, 22C Capital I-A, L.P., 22C DiscoverOrg Investors, LLC, 22C DiscoverOrg MM, LLC, 22C DiscoverOrg Advisors, LLC, 22C Capital I, L.P., 22C Capital GP I, L.L.C., 22C Capital GP I MM LLC, and Eric Edell. Each of Mr. Edell, the 22C Capital reporting persons and the FiveW reporting persons may be deemed directors of the Issuer by deputization of Mr. Winn, who serves as a director on the Issuer's board of directors. Exhibit 99.1: Additional Signatures
/s/ David Randall Winn 02/26/2021
** Signature of Reporting Person Date
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