0001794515-21-000083.txt : 20210303
0001794515-21-000083.hdr.sgml : 20210303
20210303180030
ACCESSION NUMBER: 0001794515-21-000083
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210301
FILED AS OF DATE: 20210303
DATE AS OF CHANGE: 20210303
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hays Joseph Christopher
CENTRAL INDEX KEY: 0001813655
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39310
FILM NUMBER: 21710996
MAIL ADDRESS:
STREET 1: C/O ZOOMINFO TECHNOLOGIES INC.
STREET 2: 805 BROADWAY STREET, SUITE 900
CITY: VANCOUVER
STATE: WA
ZIP: 98660
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
wf-form4_161481239333626.xml
FORM 4
X0306
4
2021-03-01
0
0001794515
ZoomInfo Technologies Inc.
ZI
0001813655
Hays Joseph Christopher
C/O ZOOMINFO TECHNOLOGIES INC.,
805 BROADWAY STREET, SUITE 900
VANCOUVER
WA
98660
0
1
0
0
Chief Operating Officer
Class A Common Stock
2021-03-01
4
C
0
1019
A
1019
D
Class A Common Stock
2021-03-01
4
S
0
527
54.24
D
492
D
Class A Common Stock
2021-03-01
4
S
0
492
55.08
D
0
D
LLC Units of HSKB Funds, LLC
2021-03-01
4
C
0
5317
0
D
Class A Common Stock
5317.0
95673
D
LLC Units of ZoomInfo Holdings LLC
2021-03-01
4
C
0
5317
0
A
Class A Common Stock
5317.0
85239
D
LLC Units of ZoomInfo Holdings LLC
2021-03-01
4
C
0
1019
0
D
Class A Common Stock
1019.0
84220
D
LTIP Units of ZoomInfo Holdings LLC
2021-03-01
4
A
0
127814
A
Class A Common Stock
127814.0
175434
D
On March 1, 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.
Reflects shares sold to cover the Reporting Person's tax liability in connection with the vesting of the securities reported herein.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $53.99 to $54.97, 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $54.99 to $55.21, 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.
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.
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.
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.
Reflects LTIP Units of OpCo that generally vest as follows: 100% on March 1, 2024. Each vested LTIP Unit shall be automatically converted into OpCo Units (together with corresponding shares of Class B Common Stock) which would then be 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. Shares of Class B Common Stock have no economic value and have 10 votes per share.
/s/ Anthony Stark, as Attorney-in-Fact
2021-03-03