0001209191-21-054986.txt : 20210907
0001209191-21-054986.hdr.sgml : 20210907
20210907163626
ACCESSION NUMBER: 0001209191-21-054986
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210902
FILED AS OF DATE: 20210907
DATE AS OF CHANGE: 20210907
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TA Atlantic & Pacific VII-B L.P.
CENTRAL INDEX KEY: 0001548682
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39310
FILM NUMBER: 211239740
BUSINESS ADDRESS:
STREET 1: 200 CLARENDON STREET
STREET 2: FLOOR 56
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-574-6700
MAIL ADDRESS:
STREET 1: 200 CLARENDON STREET
STREET 2: FLOOR 56
CITY: BOSTON
STATE: MA
ZIP: 02116
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
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-09-02
0
0001794515
ZoomInfo Technologies Inc.
ZI
0001548682
TA Atlantic & Pacific VII-B L.P.
200 CLARENDON STREET
56TH FLOOR
BOSTON
MA
02116
1
0
1
0
Class A Common Stock
2021-09-02
4
C
0
560127
A
560127
I
See Footnotes
Class A Common Stock
2021-09-02
4
C
0
14460
A
14460
I
See Footnotes
Class A Common Stock
2021-09-02
4
C
0
96734
A
96734
I
See Footnotes
Class A Common Stock
2021-09-02
4
C
0
20803
A
20803
I
See Footnotes
Class A Common Stock
2021-09-02
4
C
0
691
A
691
I
See Footnotes
Class A Common Stock
2021-09-02
4
C
0
36629
A
36629
I
See Footnotes
Class A Common Stock
2021-09-02
4
C
0
32863
A
32863
I
See Footnotes
Class A Common Stock
2021-09-02
4
C
0
2763
A
2763
I
See Footnotes
Class A Common Stock
2021-09-02
4
C
0
146518
A
146518
I
See Footnotes
Class A Common Stock
2021-09-02
4
C
0
131451
A
131451
I
See Footnotes
Class A Common Stock
2021-09-02
4
S
0
560127
62.00
D
0
I
See Footnotes
Class A Common Stock
2021-09-02
4
S
0
14460
62.00
D
0
I
See Footnotes
Class A Common Stock
2021-09-02
4
S
0
96734
62.00
D
0
I
See Footnotes
Class A Common Stock
2021-09-02
4
S
0
20803
62.00
D
0
I
See Footnotes
Class A Common Stock
2021-09-02
4
S
0
691
62.00
D
0
I
See Footnotes
Class A Common Stock
2021-09-02
4
S
0
36629
62.00
D
0
I
See Footnotes
Class A Common Stock
2021-09-02
4
S
0
32863
62.00
D
0
I
See Footnotes
Class A Common Stock
2021-09-02
4
S
0
2763
62.00
D
0
I
See Footnotes
Class A Common Stock
2021-09-02
4
S
0
146518
62.00
D
0
I
See Footnotes
Class A Common Stock
2021-09-02
4
S
0
131451
62.00
D
0
I
See Footnotes
Units of ZoomInfo Holdings LLC
2021-09-02
4
C
0
560127
0.00
D
Class A Common Stock
560127
33137663
I
See Footnotes
Units of ZoomInfo Holdings LLC
2021-09-02
4
C
0
14460
0.00
D
Class A Common Stock
14460
855461
I
See Footnotes
Units of ZoomInfo Holdings LLC
2021-09-02
4
C
0
96734
0.00
D
Class A Common Stock
96734
5722842
I
See Footnotes
Units of ZoomInfo Holdings LLC
2021-09-02
4
C
0
20803
0.00
D
Class A Common Stock
20803
1230718
I
See Footnotes
Units of ZoomInfo Holdings LLC
2021-09-02
4
C
0
691
0.00
D
Class A Common Stock
691
42049
I
See Footnotes
Units of ZoomInfo Holdings LLC
2021-09-02
4
C
0
36629
0.00
D
Class A Common Stock
36629
2229365
I
See Footnotes
Units of ZoomInfo Holdings LLC
2021-09-02
4
C
0
32863
0.00
D
Class A Common Stock
32863
2002076
I
See Footnotes
Class C Common Stock
2021-09-02
4
C
0
2763
0.00
D
Class A Common Stock
2763
163456
I
See Footnotes
Class C Common Stock
2021-09-02
4
C
0
146518
0.00
D
Class A Common Stock
146518
8668110
I
See Footnotes
Class C Common Stock
2021-09-02
4
C
0
131451
0.00
D
Class A Common Stock
131451
7776779
I
See Footnotes
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.
Securities are held by TA XI DO AIV, L.P. ("XI DO AIV").
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.
Securities are held by TA SDF III DO AIV, L.P. ("SDF III DO").
Securities are held by TA Atlantic & Pacific VII-A, L.P. ("Atlantic & Pacific VII-A").
Securities are held by TA Investors IV, L.P. ("Investors IV").
Securities are held by TA SDF III DO AIV II, L.P. ("SDF III DO AIV II").
Securities are held by TA XI DO AIV II, L.P. ("XI DO AIV II").
Securities are held by TA AP VII-B DO Subsidiary Partnership, L.P. ("AP VII-B").
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.
Securities are held by TA SDF III DO Feeder, L.P. ("SDF III Feeder").
Securities are held by TA XI DO Feeder, L.P ("XI DO").
Securities are held by TA Atlantic & Pacific VII-B, L.P. ("Atlantic & Pacific VII-B").
The sales reported in this Form 4 were effected pursuant to the full exercise by the underwriters of a greenshoe option of the previously reported underwritten secondary offering that closed on August 11, 2021.
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.
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.
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
2021-09-07