David Randall Winn - Aug 3, 2021 Form 4 Insider Report for ZoomInfo Technologies Inc. (ZI)

Signature
/s/ David Randall Winn
Stock symbol
ZI
Transactions as of
Aug 3, 2021
Transactions value $
-$100,728,154
Form type
4
Date filed
8/4/2021, 09:13 PM
Previous filing
Aug 4, 2021
Next filing
Aug 9, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ZI Class A Common Stock Conversion of derivative security +429K 429K Aug 3, 2021 See footnote F1, F6, F10
transaction ZI Class A Common Stock Conversion of derivative security +1.04M 1.04M Aug 3, 2021 See footnotes F2, F4, F6, F9, F10
transaction ZI Class A Common Stock Conversion of derivative security +238K +23.82% 1.24M Aug 3, 2021 See footnotes F4, F6, F8, F9, F10
transaction ZI Class A Common Stock Conversion of derivative security +34K 34K Aug 3, 2021 See footnotes F3, F4, F7, F9, F10
transaction ZI Class A Common Stock Sale -$6.71M -119K -27.77% $56.38 310K Aug 3, 2021 See footnote F1, F10, F11
transaction ZI Class A Common Stock Sale -$16.2M -288K -27.77% $56.38 748K Aug 3, 2021 See footnotes F2, F4, F9, F10, F11
transaction ZI Class A Common Stock Sale -$3.72M -66K -5.34% $56.38 1.17M Aug 3, 2021 See footnotes F4, F8, F9, F10, F11
transaction ZI Class A Common Stock Sale -$532K -9.44K -27.77% $56.38 24.6K Aug 3, 2021 See footnotes F3, F4, F9, F10, F11
transaction ZI Class A Common Stock Sale -$5.22M -91.3K -29.49% $57.22 218K Aug 3, 2021 See footnote F1, F10, F12
transaction ZI Class A Common Stock Sale -$12.6M -221K -29.49% $57.22 528K Aug 3, 2021 See footnotes F2, F4, F9, F10, F12
transaction ZI Class A Common Stock Sale -$2.9M -50.6K -4.33% $57.22 1.12M Aug 3, 2021 See footnotes F4, F8, F9, F10, F12
transaction ZI Class A Common Stock Sale -$414K -7.24K -29.49% $57.22 17.3K Aug 3, 2021 See footnotes F3, F4, F9, F10, F12
transaction ZI Class A Common Stock Sale -$4.37M -75K -34.38% $58.27 143K Aug 3, 2021 See footnote F1, F10, F13
transaction ZI Class A Common Stock Sale -$10.6M -181K -34.38% $58.27 346K Aug 3, 2021 See footnotes F2, F4, F9, F10, F13
transaction ZI Class A Common Stock Sale -$2.42M -41.6K -3.72% $58.27 1.08M Aug 3, 2021 See footnotes F4, F8, F9, F10, F13
transaction ZI Class A Common Stock Sale -$347K -5.95K -34.37% $58.27 11.4K Aug 3, 2021 See footnotes F3, F4, F9, F10, F13
transaction ZI Class A Common Stock Sale -$5.87M -99K -69.11% $59.30 44.2K Aug 3, 2021 See footnote F1, F10, F14
transaction ZI Class A Common Stock Sale -$14.2M -239K -69.11% $59.30 107K Aug 3, 2021 See footnotes F2, F4, F9, F10, F14
transaction ZI Class A Common Stock Sale -$3.25M -54.9K -5.1% $59.30 1.02M Aug 3, 2021 See footnotes F4, F8, F9, F10, F14
transaction ZI Class A Common Stock Sale -$466K -7.85K -69.11% $59.30 3.51K Aug 3, 2021 See footnotes F3, F4, F9, F10, F14
transaction ZI Class A Common Stock Sale -$1.32M -21.9K -49.46% $60.12 22.4K Aug 3, 2021 See footnote F1, F10, F15
transaction ZI Class A Common Stock Sale -$3.18M -52.9K -49.46% $60.12 54.1K Aug 3, 2021 See footnotes F2, F4, F9, F10, F15
transaction ZI Class A Common Stock Sale -$729K -12.1K -1.19% $60.12 1.01M Aug 3, 2021 See footnotes F4, F8, F9, F10, F15
transaction ZI Class A Common Stock Sale -$104K -1.74K -49.47% $60.12 1.77K Aug 3, 2021 See footnotes F3, F4, F9, F10, F15
transaction ZI Class A Common Stock Sale -$1.37M -22.4K -100% $61.20 0 Aug 3, 2021 See footnote F1, F10, F16
transaction ZI Class A Common Stock Sale -$3.31M -54.1K -100% $61.20 0 Aug 3, 2021 See footnotes F2, F4, F9, F10, F16
transaction ZI Class A Common Stock Sale -$759K -12.4K -1.23% $61.20 998K Aug 3, 2021 See footnotes F4, F8, F9, F10, F16
transaction ZI Class A Common Stock Sale -$109K -1.77K -100% $61.20 0 Aug 3, 2021 See footnotes F3, F4, F9, F10, F16

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ZI LLC Units of ZoomInfo Holdings LLC Conversion of derivative security $0 -429K -10.92% $0.00 3.5M Aug 3, 2021 Class A Common Stock 429K See footnote F1, F6, F10
transaction ZI LLC Units of ZoomInfo Holdings LLC Conversion of derivative security $0 -1.04M -10.14% $0.00 9.19M Aug 3, 2021 Class A Common Stock 1.04M See footnotes F2, F4, F6, F9, F10
transaction ZI LLC Units of ZoomInfo Holdings LLC Conversion of derivative security $0 -238K -12.67% $0.00 1.64M Aug 3, 2021 Class A Common Stock 238K See footnotes F4, F6, F8, F9, F10
transaction ZI LLC Units of ZoomInfo Intermediate Holdings LLC Conversion of derivative security $0 -34K -44.63% $0.00 42.2K Aug 3, 2021 Class A Common Stock 34K See footnotes F3, F4, F7, F9, F10
holding ZI Class C Common Stock 335K Aug 3, 2021 Class A Common Stock 335K See footnotes F3, F4, F5, F9
holding ZI Class C Common Stock 2.31M Aug 3, 2021 Class A Common Stock 2.31M See footnotes F2, F4, F5, F9
holding ZI LLC Units of ZoomInfo Holdings LLC 1.26M Aug 3, 2021 Class A Common Stock 1.26M Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 These shares are held directly by 22C Capital I-A, L.P.
F4 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.
F5 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.
F6 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.
F7 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.
F8 These shares are held directly by 22C DiscoverOrg MM, LLC. 22C DiscoverOrg Advisors, LLC is the managing member of 22C DiscoverOrg MM, LLC.
F9 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.
F10 These conversions and sales were effected pursuant to a Rule 10b5-1 trading plan entered into by the Reporting Persons.
F11 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.84 to $56.835, inclusive. The reporting persons undertake 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.
F12 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.84 to $57.835, inclusive. The reporting persons undertake 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.
F13 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.84 to $58.835, inclusive. The reporting persons undertake 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.
F14 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.84 to $59.835, inclusive. The reporting persons undertake 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.
F15 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.84 to $60.72, inclusive. The reporting persons undertake 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.
F16 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.89 to $61.76, inclusive. The reporting persons undertake 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.

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