X0306 4 2020-06-03 0001794515 ZoomInfo Technologies Inc. ZI 0001813836 22C Capital GP I, L.L.C 70 E. 55TH STREET, FL 14 NEW YORK NY 10022 true true See Remarks 0001754570 22C Capital I, L.P. C/O 22C CAPITAL LLC 70 EAST 55TH STREET, 14TH FLOOR NEW YORK NY 10022 true true See Remarks 0001755053 22C Capital I-A, L.P. C/O 22C CAPITAL LLC 70 EAST 55TH STREET, 14TH FLOOR NEW YORK NY 10022 true true See Remarks 0001813885 22C DiscoverOrg Advisors, LLC 70 E. 55TH STREET, FL 14 NEW YORK NY 10022 true true See Remarks 0001813838 22C DiscoverOrg MM, LLC 70 E. 55TH STREET FL 14 NEW YORK NY 10022 true true See Remarks 0001743159 22C DiscoverOrg Investors, LLC 70 E 55TH STREET, 14TH FLOOR NEW YORK NY 10022 true true See Remarks 0001813873 Edell Eric J 70 EAST 55TH STREET, 14TH FLOOR NEW YORK NY 10022 true true See Remarks 0001814161 22C Magellan Holdings LLC 70 E. 55TH STREET FL 14 NEW YORK NY 10022 true true See Remarks 0001813837 22C Capital GP I MM LLC 70 E. 55TH STREET, FL 14 NEW YORK NY 10022 true true See Remarks Class A Common Stock 2020-08-24 4 C 0 1408424 A 1408424 I See footnotes Class A Common Stock 2020-08-24 4 C 0 37942 A 37942 I See footnotes Class A Common Stock 2020-08-24 4 S 0 1408424 35.7975 D 0 I See footnotes Class A Common Stock 2020-08-24 4 S 0 37942 35.7975 D 0 I See footnotes Class C Common Stock 2020-06-03 4 A 0 3201378 A Class A Common Stock 3201378 3201378 I See footnotes Class C Common Stock 2020-06-03 4 A 0 483048 A Class A Common Stock 483048 483048 I See footnotes LLC Units of ZoomInfo Holdings LLC 2020-06-03 4 A 0 17978075 A Class A Common Stock 17978075 17978075 I See footnotes LLC Units of ZoomInfo Intermediate Holdings LLC 2020-06-03 4 A 0 87500 A Class A Common Stock 87500 87500 I See footnotes Class C Common Stock 2020-08-24 4 C 0 212890 0 D Class A Common Stock 212890 2988488 I See footnotes Class C Common Stock 2020-08-24 4 C 0 32123 0 D Class A Common Stock 32123 450925 I See footnotes LLC Units of ZoomInfo Holdings LLC 2020-08-24 4 C 0 1195534 0 D Class A Common Stock 1195534 16782541 I See footnotes LLC Units of ZoomInfo Intermediate Holdings LLC 2020-08-24 4 C 0 5819 0 D Class A Common Stock 5819 81681 I See footnotes 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 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 Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose. 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. 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. On June 3, 2020, in connection with the initial public offering ("IPO") of the Issuer's Class A Common Stock and prior to the effectiveness of the registration of the Issuer's Class A Common Stock under Section 12 of the Exchange Act, the Issuer effected a series of reorganization transactions, as described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-236674) (the "Registration Statement"), pursuant to which certain of the reporting persons received shares of Class C Common Stock, OpCo Units and HoldCo Units. This transaction occurred prior to the effectiveness of the registration of the Issuer's Class A Common Stock under Section 12 of the Exchange Act and is being reported on Form 4 solely for purposes of compliance with Rule 16a-2(a) under the Exchange Act. The securities covered by such transaction were previously included on the reporting persons' Form 3. 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 2020-08-26