0001140361-21-030578.txt : 20210907 0001140361-21-030578.hdr.sgml : 20210907 20210907174442 ACCESSION NUMBER: 0001140361-21-030578 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210902 FILED AS OF DATE: 20210907 DATE AS OF CHANGE: 20210907 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FiveW DiscoverOrg LLC CENTRAL INDEX KEY: 0001629062 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39310 FILM NUMBER: 211240199 BUSINESS ADDRESS: STREET 1: 70 E 55TH ST, 12TH FL STREET 2: ATTN RANDALL WINN CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 917-340-7712 MAIL ADDRESS: STREET 1: 70 E 55TH ST, 12TH FL STREET 2: ATTN RANDALL WINN CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FiveW Capital LLC CENTRAL INDEX KEY: 0001813869 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39310 FILM NUMBER: 211240200 BUSINESS ADDRESS: STREET 1: 740 PARK AVENUE, FL 14A CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 212-517-7947 MAIL ADDRESS: STREET 1: 740 PARK AVENUE, FL 14A CITY: NEW YORK STATE: NY ZIP: 10021 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Winn David Randall CENTRAL INDEX KEY: 0001813116 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39310 FILM NUMBER: 211240201 MAIL ADDRESS: STREET 1: C/O ZOOMINFO TECHNOLOGIES INC. STREET 2: 805 BROADWAY STREET, SUITE 900 CITY: VANCOUVER STATE: WA ZIP: 98660 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 form4.xml FORM 4 X0306 4 2021-09-02 0001794515 ZoomInfo Technologies Inc. ZI 0001813116 Winn David Randall 7900 GLADES ROAD SUITE 540 BOCA RATON FL 33434 true 0001813869 FiveW Capital LLC 7900 GLADES ROAD SUITE 540 BOCA RATON FL 33434 true See Remarks 0001629062 FiveW DiscoverOrg LLC 7900 GLADES ROAD SUITE 540 BOCA RATON FL 33434 true See Remarks Class A Common Stock 2021-09-02 4 C 0 4566 A 4566 I See footnotes Class A Common Stock 2021-09-02 4 C 0 15404 A 15404 D Class A Common Stock 2021-09-02 4 C 0 42170 A 42170 I See footnote Class A Common Stock 2021-09-02 4 C 0 139210 A 139210 I See footnotes Class A Common Stock 2021-09-02 4 C 0 31916 A 1029425 I See footnotes Class A Common Stock 2021-09-02 4 S 0 4566 62 D 0 I See footnotes Class A Common Stock 2021-09-02 4 S 0 15404 62 D 0 D Class A Common Stock 2021-09-02 4 S 0 42170 62 D 0 I See footnote Class A Common Stock 2021-09-02 4 S 0 139210 62 D 0 I See footnotes Class A Common Stock 2021-09-02 4 S 0 31916 62 D 997509 I See footnotes Class C Common Stock 2021-09-02 4 C 0 4566 0 D Class A Common Stock 4566 298628 I See footnotes Class C Common Stock Class A Common Stock 2308179 2308179 I See footnotes LLC Units of ZoomInfo Holdings LLC 2021-09-02 4 C 0 15404 0 D Class A Common Stock 15404 1007425 D LLC Units of ZoomInfo Holdings LLC 2021-09-02 4 C 0 42170 0 D Class A Common Stock 42170 2757973 I See footnote LLC Units of ZoomInfo Holdings LLC 2021-09-02 4 C 0 139210 0 D Class A Common Stock 139210 6796478 I See footnotes LLC Units of ZoomInfo Holdings LLC 2021-09-02 4 C 0 31916 0 D Class A Common Stock 31916 1089876 I See footnotes 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. 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 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. 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. These shares are held directly by 22C DiscoverOrg MM, LLC. 22C DiscoverOrg Advisors, LLC is the managing member of 22C DiscoverOrg MM, LLC. 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. These conversions and sales were effected pursuant to the underwriters' exercise of an option to purchase additional shares in connection with an underwritten secondary offering, which closed on September 2, 2021. 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 /s/ David Randall Winn 2021-09-07 EX-99.1 2 brhc10028748_ex99-1.htm EXHIBIT 99.1
Exhibit 99.1

FiveW Capital LLC
  
By: /s/ David Randall Winn
  
Name: David Randall Winn
  
Title: Managing Member
Date: 09/07/2021
   
FiveW DiscoverOrg LLC
  
By: /s/ David Randall Winn
  
Name: David Randall Winn
  
Title: Managing Member
Date: 09/07/2021