SEC FORM 4

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^*

TA Atlantic & Pacific VII-B L.P.

(Last)

(First)

(Middle)

200 CLARENDON STREET

56TH FLOOR

(Street)

BOSTON

02116

(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)
06/28/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/28/2021		C		15,838	A	⁽¹⁾	15,838	I	See Footnotes⁽²⁾⁽³⁾
Class A Common Stock	06/28/2021		C		409	A	⁽¹⁾	409	I	See Footnotes⁽³⁾⁽⁴⁾
Class A Common Stock	06/28/2021		C		2,736	A	⁽¹⁾	2,736	I	See Footnotes⁽³⁾⁽⁵⁾
Class A Common Stock	06/28/2021		C		589	A	⁽¹⁾	589	I	See Footnotes⁽³⁾⁽⁶⁾
Class A Common Stock	06/28/2021		C		20	A	⁽¹⁾	20	I	See Footnotes⁽³⁾⁽⁷⁾
Class A Common Stock	06/28/2021		C		1,036	A	⁽¹⁾	1,036	I	See Footnotes⁽³⁾⁽⁸⁾
Class A Common Stock	06/28/2021		C		930	A	⁽¹⁾	930	I	See Footnotes⁽³⁾⁽⁹⁾
Class A Common Stock	06/28/2021		C		82	A	⁽¹⁰⁾	82	I	See Footnotes⁽³⁾⁽¹¹⁾
Class A Common Stock	06/28/2021		C		4,143	A	⁽¹⁰⁾	4,143	I	See Footnotes⁽³⁾⁽¹²⁾
Class A Common Stock	06/28/2021		C		3,717	A	⁽¹⁰⁾	3,717	I	See Footnotes⁽³⁾⁽¹³⁾
Class A Common Stock	06/28/2021		S⁽¹⁴⁾		15,838	D	$53.884⁽¹⁵⁾	0	I	See Footnotes⁽²⁾⁽³⁾
Class A Common Stock	06/28/2021		S⁽¹⁴⁾		409	D	$53.884⁽¹⁵⁾	0	I	See Footnotes⁽³⁾⁽⁴⁾
Class A Common Stock	06/28/2021		S⁽¹⁴⁾		2,736	D	$53.884⁽¹⁵⁾	0	I	See Footnotes⁽³⁾⁽⁵⁾
Class A Common Stock	06/28/2021		S⁽¹⁴⁾		589	D	$53.884⁽¹⁵⁾	0	I	See Footnotes⁽³⁾⁽⁶⁾
Class A Common Stock	06/28/2021		S⁽¹⁴⁾		20	D	$53.884⁽¹⁵⁾	0	I	See Footnotes⁽³⁾⁽⁷⁾
Class A Common Stock	06/28/2021		S⁽¹⁴⁾		1,036	D	$53.884⁽¹⁵⁾	0	I	See Footnotes⁽³⁾⁽⁸⁾
Class A Common Stock	06/28/2021		S⁽¹⁴⁾		930	D	$53.884⁽¹⁵⁾	0	I	See Footnotes⁽³⁾⁽⁹⁾
Class A Common Stock	06/28/2021		S⁽¹⁴⁾		82	D	$53.884⁽¹⁵⁾	0	I	See Footnotes⁽³⁾⁽¹¹⁾
Class A Common Stock	06/28/2021		S⁽¹⁴⁾		4,143	D	$53.884⁽¹⁵⁾	0	I	See Footnotes⁽³⁾⁽¹²⁾
Class A Common Stock	06/28/2021		S⁽¹⁴⁾		3,717	D	$53.884⁽¹⁵⁾	0	I	See Footnotes⁽³⁾⁽¹³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Units of ZoomInfo Holdings LLC	⁽¹⁶⁾	06/28/2021		C			15,838	⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	15,838	$0.00	49,146,815	I	See Footnotes⁽²⁾⁽³⁾
Units of ZoomInfo Holdings LLC	⁽¹⁶⁾	06/28/2021		C			409	⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	409	$0.00	1,268,742	I	See Footnotes⁽³⁾⁽⁴⁾
Units of ZoomInfo Holdings LLC	⁽¹⁶⁾	06/28/2021		C			2,736	⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	2,736	$0.00	8,487,609	I	See Footnotes⁽³⁾⁽⁵⁾
Units of ZoomInfo Holdings LLC	⁽¹⁶⁾	06/28/2021		C			589	⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	589	$0.00	1,825,289	I	See Footnotes⁽³⁾⁽⁶⁾
Units of ZoomInfo Holdings LLC	⁽¹⁶⁾	06/28/2021		C			20	⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	20	$0.00	61,791	I	See Footnotes⁽³⁾⁽⁷⁾
Units of ZoomInfo Holdings LLC	⁽¹⁶⁾	06/28/2021		C			1,036	⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	1,036	$0.00	3,276,277	I	See Footnotes⁽³⁾⁽⁸⁾
Units of ZoomInfo Holdings LLC	⁽¹⁶⁾	06/28/2021		C			930	⁽¹⁶⁾	⁽¹⁶⁾	Class A Common Stock	930	$0.00	2,941,335	I	See Footnotes⁽³⁾⁽⁹⁾
Class C Common Stock	⁽¹⁷⁾	06/28/2021		C			82	⁽¹⁷⁾	⁽¹⁷⁾	Class A Common Stock	82	$0.00	242,660	I	See Footnotes⁽³⁾⁽¹¹⁾
Class C Common Stock	⁽¹⁷⁾	06/28/2021		C			4,143	⁽¹⁷⁾	⁽¹⁷⁾	Class A Common Stock	4,143	$0.00	12,855,767	I	See Footnotes⁽³⁾⁽¹²⁾
Class C Common Stock	⁽¹⁷⁾	06/28/2021		C			3,717	⁽¹⁷⁾	⁽¹⁷⁾	Class A Common Stock	3,717	$0.00	11,533,819	I	See Footnotes⁽³⁾⁽¹³⁾

Explanation of Responses:

1. Units of ZoomInfo Holdings LLC ("Opco"), which represent limited liability company units of Opco and a corresponding number of shares of Class B Common Stock of the Issuer, were exchanged on a one-for-one basis for shares of Class A Common Stock of the Issuer pursuant to the amended and restated limited liability company agreement of Opco.

2. Securities are held by TA XI DO AIV, L.P. ("XI DO AIV").

3. TA Associates, L.P. is the ultimate general partner of each of XI DO, SDF III Feeder, Atlantic & Pacific VII-B, XI DO AIV, SDF III DO, Atlantic & Pacific VII-A, Investors IV, AP VII-B, SDF III DO AIV II and XI DO AIV II (collectively, the "TA Associates Funds"). Investment and voting control of the TA Associates Funds is held by TA Associates, L.P. Todd R. Crockett and Jason S. Mironov are directors of the Issuer and serve as representatives of TA Associates, L.P. and the TA Associates Funds on the Issuer's board of directors. TA Associates, L.P. disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest in such securities, if any.

4. Securities are held by TA SDF III DO AIV, L.P. ("SDF III DO").

5. Securities are held by TA Atlantic & Pacific VII-A, L.P. ("Atlantic & Pacific VII-A").

6. Securities are held by TA Investors IV, L.P. ("Investors IV").

7. Securities are held by TA SDF III DO AIV II, L.P. ("SDF III DO AIV II").

8. Securities are held by TA XI DO AIV II, L.P. ("XI DO AIV II").

9. Securities are held by TA AP VII-B DO Subsidiary Partnership, L.P. ("AP VII-B").

10. Shares of the Issuer's Class C Common Stock were converted on a one-for-one basis for shares of Class A Common Stock of the Issuer.

11. Securities are held by TA SDF III DO Feeder, L.P. ("SDF III Feeder").

12. Securities are held by TA XI DO Feeder, L.P ("XI DO").

13. Securities are held by TA Atlantic & Pacific VII-B, L.P. ("Atlantic & Pacific VII-B").

14. The sales reported in this Form 4 were effected pursuant to Rule 10b5-1 trading plans adopted on December 6, 2020.

15. Reflects a weighted-average sale price. The shares were sold in multiple transactions at prices ranging from $53.85 to $54.01. The Reporting Persons will provide upon request to the Securities and Exchange Commission, the Company or security holder of the Company, full information regarding the number of shares sold at each separate price.

16. Units of Opco represent limited liability company units of Opco and a corresponding number of shares of Class B Common Stock of the Issuer, which together are exchangeable at the option of the holder on a one-for-one basis for shares of Class A Common Stock of the Issuer, subject to customary conversion rate adjustments for stock splits, stock dividends, and reclassifications, pursuant to the amended and restated limited liability company agreement of Opco and have no expiration date. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof and (ii) only confer ten-to-one voting rights on the holders thereof.

17. The Class C Common Stock is convertible at the option of the holder on a one-for-one basis for shares of Class A Common Stock of the Issuer and has no expiration date. Upon any transfer of shares of Class C Common Stock, whether or not for value, each such transferred share will automatically convert into one share of Class A Common Stock, except for certain transfers described in the Issuer's amended and restated certificate of incorporation. The shares of Class C Common Stock will convert automatically into Class A Common Stock, on a one-for-one basis, when the aggregate number of outstanding shares of the Company's Class B Common Stock and Class C Common Stock represents less than 5% of the aggregate number of the Company's outstanding shares of Common Stock. The shares of Class C Common Stock have ten votes per share.

Remarks:

Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, TA Associates, L.P., XI DO, SDF III Feeder, XI DO AIV, SDF III DO, Atlantic & Pacific VII-A, Investors IV, AP VII-B, SDF III DO AIV II and XI DO AIV II have filed a separate Form 4.

	TA Atlantic & Pacific VII-B, L.P., by TA Associates AP VII GP L.P., its General Partner, by TA Associates, L.P., its General Partner, by Jeffrey C. Hadden, its General Counsel, /s/ Jeffrey Hadden	06/30/2021
	** Signature of Reporting Person	Date
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