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