0001140361-21-030684.txt : 20210908
0001140361-21-030684.hdr.sgml : 20210908
20210908161824
ACCESSION NUMBER: 0001140361-21-030684
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20210903
FILED AS OF DATE: 20210908
DATE AS OF CHANGE: 20210908
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: 211242325
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: 211242326
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: 211242327
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
2021-09-03
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
2021-09-03
4
C
0
1725040
A
1725040
D
Class A Common Stock
2021-09-03
4
C
0
2040358
A
2040358
I
See footnote
Class A Common Stock
2021-09-03
4
C
0
6796478
A
6796478
I
See footnotes
Class A Common Stock
2021-09-03
4
C
0
1089876
A
2087385
I
See footnotes
Class C Common Stock
Class A Common Stock
298628
298628
I
See footnotes
Class C Common Stock
Class A Common Stock
2308179
2308179
I
See footnotes
LLC Units of ZoomInfo Holdings LLC
2021-09-03
4
C
0
1725040
0
D
Class A Common Stock
1725040
0
D
LLC Units of ZoomInfo Holdings LLC
2021-09-03
4
C
0
2040358
0
D
Class A Common Stock
2040358
0
I
See footnote
LLC Units of ZoomInfo Holdings LLC
2021-09-03
4
C
0
6796478
0
D
Class A Common Stock
6796478
0
I
See footnotes
LLC Units of ZoomInfo Holdings LLC
2021-09-03
4
C
0
1089876
0
D
Class A Common Stock
1089876
0
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.
On September 2, 2021, FiveW DiscoverOrg, LLC transferred 717,615 OpCo Units, on a pro rata basis and for no consideration, to Mr. Winn in a transaction exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 under the Exchange Act.
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
2021-09-08
EX-99.1
2
brhc10028778_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
FiveW Capital LLC
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By:
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/s/ David Randall Winn
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Name:
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David Randall Winn
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Title:
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Managing Member
|
Date: 09/08/2021
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FiveW DiscoverOrg LLC
|
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By:
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/s/ David Randall Winn
|
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Name:
|
David Randall Winn
|
|
Title:
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Managing Member
|
Date: 09/08/2021
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