0001140361-21-030683.txt : 20210908 0001140361-21-030683.hdr.sgml : 20210908 20210908161716 ACCESSION NUMBER: 0001140361-21-030683 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210903 FILED AS OF DATE: 20210908 DATE AS OF CHANGE: 20210908 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 22C DiscoverOrg Investors, LLC CENTRAL INDEX KEY: 0001743159 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39310 FILM NUMBER: 211242312 BUSINESS ADDRESS: STREET 1: 445 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-224-0633 MAIL ADDRESS: STREET 1: 445 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 22C Capital I, L.P. CENTRAL INDEX KEY: 0001754570 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39310 FILM NUMBER: 211242311 BUSINESS ADDRESS: STREET 1: C/O 22C CAPITAL LLC STREET 2: 445 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 224-0649 MAIL ADDRESS: STREET 1: C/O 22C CAPITAL LLC STREET 2: 445 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 22C Capital I-A, L.P. CENTRAL INDEX KEY: 0001755053 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39310 FILM NUMBER: 211242313 BUSINESS ADDRESS: STREET 1: C/O 22C CAPITAL LLC STREET 2: 445 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 224-0649 MAIL ADDRESS: STREET 1: C/O 22C CAPITAL LLC STREET 2: 445 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 22C Capital GP I, L.L.C CENTRAL INDEX KEY: 0001813836 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39310 FILM NUMBER: 211242310 BUSINESS ADDRESS: STREET 1: 445 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-224-0633 MAIL ADDRESS: STREET 1: 445 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 22C Magellan Holdings LLC CENTRAL INDEX KEY: 0001814161 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39310 FILM NUMBER: 211242315 BUSINESS ADDRESS: STREET 1: 445 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-224-0633 MAIL ADDRESS: STREET 1: 445 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 22C Capital GP I MM LLC CENTRAL INDEX KEY: 0001813837 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39310 FILM NUMBER: 211242314 BUSINESS ADDRESS: STREET 1: 445 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-224-0633 MAIL ADDRESS: STREET 1: 445 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 22C DiscoverOrg MM, LLC CENTRAL INDEX KEY: 0001813838 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39310 FILM NUMBER: 211242309 BUSINESS ADDRESS: STREET 1: 445 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-224-0633 MAIL ADDRESS: STREET 1: 445 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Edell Eric J CENTRAL INDEX KEY: 0001813873 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39310 FILM NUMBER: 211242316 MAIL ADDRESS: STREET 1: 445 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 22C DiscoverOrg Advisors, LLC CENTRAL INDEX KEY: 0001813885 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39310 FILM NUMBER: 211242308 BUSINESS ADDRESS: STREET 1: 445 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-224-0633 MAIL ADDRESS: STREET 1: 445 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ZoomInfo Technologies Inc. CENTRAL INDEX KEY: 0001794515 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 843721253 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 805 BROADWAY ST STREET 2: SUITE 900 CITY: VANCOUVER STATE: WA ZIP: 98660 BUSINESS PHONE: 800-914-1220 MAIL ADDRESS: STREET 1: 805 BROADWAY ST STREET 2: SUITE 900 CITY: VANCOUVER STATE: WA ZIP: 98660 4 1 form4.xml FORM 4 X0306 4 2021-09-03 0001794515 ZoomInfo Technologies Inc. ZI 0001813873 Edell Eric J 7900 GLADES ROAD SUITE 540 BOCA RATON FL 33434 true See Remarks 0001814161 22C Magellan Holdings LLC 445 PARK AVENUE 13TH FLOOR NEW YORK NY 10022 true See Remarks 0001813837 22C Capital GP I MM LLC 445 PARK AVENUE 13TH FLOOR NEW YORK NY 10022 true See Remarks 0001755053 22C Capital I-A, L.P. 445 PARK AVENUE 13TH FLOOR NEW YORK NY 10022 true See Remarks 0001743159 22C DiscoverOrg Investors, LLC 445 PARK AVENUE 13TH FLOOR NEW YORK NY 10022 true See Remarks 0001754570 22C Capital I, L.P. 445 PARK AVENUE 13TH FLOOR NEW YORK NY 10022 true See Remarks 0001813836 22C Capital GP I, L.L.C 445 PARK AVENUE 13TH FLOOR NEW YORK NY 10022 true See Remarks 0001813838 22C DiscoverOrg MM, LLC 445 PARK AVENUE 13TH FLOOR NEW YORK NY 10022 true See Remarks 0001813885 22C DiscoverOrg Advisors, LLC 445 PARK AVENUE 13TH FLOOR NEW YORK NY 10022 true See Remarks Class A Common Stock 2021-09-03 4 C 0 2040358 A 2040358 I See footnote Class A Common Stock 2021-09-03 4 C 0 6796478 A 6796478 I See footnotes Class A Common Stock 2021-09-03 4 C 0 1089876 A 2087385 I See footnotes Class C Common Stock Class A Common Stock 298628 298628 I See footnotes Class C Common Stock Class A Common Stock 2308179 2308179 I See footnotes LLC Units of ZoomInfo Holdings LLC 2021-09-03 4 C 0 2040358 0 D Class A Common Stock 2040358 0 I See footnote LLC Units of ZoomInfo Holdings LLC 2021-09-03 4 C 0 6796478 0 D Class A Common Stock 6796478 0 I See footnotes LLC Units of ZoomInfo Holdings LLC 2021-09-03 4 C 0 1089876 0 D Class A Common Stock 1089876 0 I See footnotes 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, may be deemed to indirectly control FiveW DiscoverOrg, LLC. However, Mr. Winn has irrevocably waived all of his power to make voting and investment decisions with respect to the shares held by FiveW DiscoverOrg, LLC and authorized Eric J. Edell to exercise voting and investment power over the shares held directly by FiveW DiscoverOrg, LLC. Each of FiveW DiscoverOrg, LLC, FiveW Capital LLC, Mr. Winn and Mr. Edell 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. 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. These shares are held directly by 22C Capital I-A, L.P. 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 J. 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, may be deemed to indirectly control each of 22C Magellan Holdings LLC and 22C Capital I-A, L.P. However, Mr. Winn has irrevocably waived all of his power to make voting and investment decisions with respect to the shares held by each of 22C Magellan Holdings LLC, 22C DiscoverOrg MM, LLC and by 22C Capital I-A, L.P., and authorized Mr. Edell to exercise voting and investment power over the shares held directly by each of 22C Magellan Holdings LLC, 22C DiscoverOrg MM, LLC and by 22C Capital I-A, L.P. 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. 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. These shares are held directly by 22C DiscoverOrg MM, LLC. 22C DiscoverOrg Advisors, LLC is the managing member of 22C DiscoverOrg MM, LLC. 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. On September 2, 2021, FiveW DiscoverOrg, LLC transferred 717,615 OpCo Units, on a pro rata basis and for no consideration, to Mr. Winn in a transaction exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 under the Exchange Act. This Form 4 is being filed in conjunction with the Form 4 filed simultaneously by: D. Randall Winn, FiveW DiscoverOrg, LLC, and FiveW Capital LLC. 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/ Eric J. Edell 2021-09-08 EX-99.1 2 brhc10028777_ex99-1.htm EXHIBIT 99.1
Exhibit 99.1

22C Capital I, L.P.
  
   
By:
22C Capital GP I, L.L.C., its general partner
  
By:
22C Capital GP I MM LLC, its managing member
  
By:
/s/ Eric J. Edell
  
Name:
Eric J. Edell
  
Title:
Member
Date: 09/08/2021
     
22C DiscoverOrg Advisors, LLC
  
   
By:
/s/ Eric J. Edell
  
Name:
Eric J. Edell
  
Title:
Managing Member
Date: 09/08/2021
     
22C DiscoverOrg Investors, LLC
  
   
By:
22C DiscoverOrg MM, LLC, its managing member
  
By:
22C DiscoverOrg Advisors, LLC, its managing member
  
By:
/s/ Eric J. Edell
  
Name:
Eric J. Edell
  
Title:
Managing Member
Date: 09/08/2021
     
22C Magellan Holdings LLC
  
   
By:
/s/ Eric J. Edell
  
Name:
Eric J. Edell
  
Title:
Officer with Title of Authorized Signatory
Date: 09/08/2021
     
22C Capital GP I MM LLC
  
   
By:
/s/ Eric J. Edell
  
Name:
Eric J. Edell
  
Title:
Member
Date: 09/08/2021
     
22C Capital GP I, L.L.C.
  
   
By:
22C Capital GP I MM LLC, its managing member
  
By:
/s/ Eric J. Edell
  
Name:
Eric J. Edell
  
Title:
Member
Date: 09/08/2021
     
22C DiscoverOrg MM, LLC
  
By:
22C DiscoverOrg Advisors, LLC, its managing member
  
By:
/s/ Eric J. Edell
  
Name:
Eric J. Edell
  
Title:
Managing Member
Date: 09/08/2021
     
22C Capital I-A, L.P
  
   
By:
22C Capital GP I, L.L.C., its general partner
  
By:
22C Capital GP I MM LLC, its managing member
  
By:
/s/ Eric J. Edell
  
Name:
Eric J. Edell
  
Title:
Managing Member
Date: 09/08/2021