0001140361-21-031392.txt : 20210915 0001140361-21-031392.hdr.sgml : 20210915 20210915181233 ACCESSION NUMBER: 0001140361-21-031392 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210913 FILED AS OF DATE: 20210915 DATE AS OF CHANGE: 20210915 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 22C DiscoverOrg Investors, LLC CENTRAL INDEX KEY: 0001743159 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39310 FILM NUMBER: 211256370 BUSINESS ADDRESS: STREET 1: 445 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-224-0633 MAIL ADDRESS: STREET 1: 445 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 22C Capital I, L.P. CENTRAL INDEX KEY: 0001754570 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39310 FILM NUMBER: 211256369 BUSINESS ADDRESS: STREET 1: C/O 22C CAPITAL LLC STREET 2: 445 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 224-0649 MAIL ADDRESS: STREET 1: C/O 22C CAPITAL LLC STREET 2: 445 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 22C Capital I-A, L.P. CENTRAL INDEX KEY: 0001755053 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39310 FILM NUMBER: 211256371 BUSINESS ADDRESS: STREET 1: C/O 22C CAPITAL LLC STREET 2: 445 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 224-0649 MAIL ADDRESS: STREET 1: C/O 22C CAPITAL LLC STREET 2: 445 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 22C Capital GP I, L.L.C CENTRAL INDEX KEY: 0001813836 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39310 FILM NUMBER: 211256368 BUSINESS ADDRESS: STREET 1: 445 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-224-0633 MAIL ADDRESS: STREET 1: 445 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 22C Magellan Holdings LLC CENTRAL INDEX KEY: 0001814161 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39310 FILM NUMBER: 211256373 BUSINESS ADDRESS: STREET 1: 445 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-224-0633 MAIL ADDRESS: STREET 1: 445 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 22C Capital GP I MM LLC CENTRAL INDEX KEY: 0001813837 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39310 FILM NUMBER: 211256372 BUSINESS ADDRESS: STREET 1: 445 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-224-0633 MAIL ADDRESS: STREET 1: 445 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 22C DiscoverOrg MM, LLC CENTRAL INDEX KEY: 0001813838 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39310 FILM NUMBER: 211256367 BUSINESS ADDRESS: STREET 1: 445 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-224-0633 MAIL ADDRESS: STREET 1: 445 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Edell Eric J CENTRAL INDEX KEY: 0001813873 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39310 FILM NUMBER: 211256374 MAIL ADDRESS: STREET 1: 7900 GLADES ROAD CITY: BOCA RATON STATE: FL ZIP: 33434 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 22C DiscoverOrg Advisors, LLC CENTRAL INDEX KEY: 0001813885 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39310 FILM NUMBER: 211256366 BUSINESS ADDRESS: STREET 1: 445 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-224-0633 MAIL ADDRESS: STREET 1: 445 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 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 2021-09-13 0001794515 ZoomInfo Technologies Inc. ZI 0001813873 Edell Eric J 7900 GLADES ROAD SUITE 540 BOCA RATON FL 33434 true See Remarks 0001814161 22C Magellan Holdings LLC 445 PARK AVENUE 13TH FLOOR NEW YORK NY 10022 true See Remarks 0001813837 22C Capital GP I MM LLC 445 PARK AVENUE 13TH FLOOR NEW YORK NY 10022 true See Remarks 0001755053 22C Capital I-A, L.P. 445 PARK AVENUE 13TH FLOOR NEW YORK NY 10022 true See Remarks 0001743159 22C DiscoverOrg Investors, LLC 445 PARK AVENUE 13TH FLOOR NEW YORK NY 10022 true See Remarks 0001754570 22C Capital I, L.P. 445 PARK AVENUE 13TH FLOOR NEW YORK NY 10022 true See Remarks 0001813836 22C Capital GP I, L.L.C 445 PARK AVENUE 13TH FLOOR NEW YORK NY 10022 true See Remarks 0001813838 22C DiscoverOrg MM, LLC 445 PARK AVENUE 13TH FLOOR NEW YORK NY 10022 true See Remarks 0001813885 22C DiscoverOrg Advisors, LLC 445 PARK AVENUE 13TH FLOOR NEW YORK NY 10022 true See Remarks Class A Common Stock 2021-09-13 4 C 0 10504 A 10504 I I Class A Common Stock 2021-09-13 4 C 0 320278 A 7116756 I I Class A Common Stock 2021-09-13 4 S 0 8617 64.681 D 1887 I See footnotes Class A Common Stock 2021-09-13 4 S 0 262740 64.681 D 6854016 I See footnotes Class A Common Stock 2021-09-13 4 S 0 58881 64.681 D 1981477 I See footnote Class A Common Stock 2021-09-13 4 S 0 60237 64.681 D 2027148 I See footnotes Class A Common Stock 2021-09-13 4 S 0 1887 65.4102 D 0 I See footnotes Class A Common Stock 2021-09-13 4 S 0 57538 65.4102 D 6796478 I See footnotes Class A Common Stock 2021-09-13 4 S 0 12894 65.4102 D 1968538 I See footnote Class A Common Stock 2021-09-13 4 S 0 13192 65.4102 D 2013956 I See footnotes Class A Common Stock 2021-09-14 4 C 0 288124 A 288124 I I Class A Common Stock 2021-09-14 4 C 0 1987901 A 8784379 I I Class A Common Stock 2021-09-14 4 J 0 1316558 65.75 D 7467821 I See footnotes Class A Common Stock 2021-09-14 4 J 0 1436350 65.75 D 532233 I See footnote Class A Common Stock 2021-09-14 4 J 0 1058535 65.75 D 955421 I See footnotes Class A Common Stock 2021-09-14 4 J 0 67956 65.75 D 220168 I See footnotes Class A Common Stock 2021-09-14 4 J 0 9472 0 D 0 I See footnotes Class A Common Stock 2021-09-14 4 J 0 532233 0 D 0 I See footnote Class A Common Stock 2021-09-14 4 J 0 129698 0 D 0 I See footnotes Class A Common Stock 2021-09-14 4 J 0 220168 0 D 0 I See footnotes Class A Common Stock 825723 I See footnotes Class A Common Stock 1299040 I See footnotes Class A Common Stock 6159309 I See footnotes Class C Common Stock 2021-09-13 4 C 0 10504 0 D Class A Common Stock 10504 288124 I See footnotes Class C Common Stock 2021-09-13 4 C 0 320278 0 D Class A Common Stock 320278 1987901 I See footnotes Class C Common Stock 2021-09-14 4 C 0 288124 0 D Class A Common Stock 288124 0 I See footnotes Class C Common Stock 2021-09-14 4 C 0 1987901 0 D Class A Common Stock 1987901 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. 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.23 to $65.01, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.405 to $65.425, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. These shares were sold at the direction of the investors who elected cash proceeds in lieu of shares in connection with the Liquidating Distribution (as defined in footnote 11 below). These shares were distributed in-kind, pro-rata and for no additional consideration to the partners or members (as applicable) of the direct holder of the shares in connection with its liquidation of this investment (the "Liquidating Distribution"). These shares are held directly by 22C DiscoverOrg Advisors, LLC. These shares are held directly by 22C Capital I, L.P. These shares are held directly by 22C DiscoverOrg Investors, LLC. 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. As part of the Liquidating Distribution, 825,723 shares were distributed by 22C DiscoverOrg MM, LLC to 22C DiscoverOrg Advisors, LLC, its managing member, in a transaction exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 under the Exchange Act. As part of the Liquidating Distribution, a total of 7,458,349 shares were distributed by 22C Magellan Holdings LLC to 22C DiscoverOrg Investors, LLC (6,159,309 shares) and 22C Capital I, L.P. (1,299,040 shares), its two principal members, 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: D. Randall Winn, FiveW DiscoverOrg, LLC, and FiveW Capital LLC. 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/ Eric J. Edell 2021-09-15 EX-99.1 2 brhc10028976_ex99-1.htm EXHIBIT 99.1
Exhibit 99.1

22C Capital I, L.P.
  
By:
22C Capital GP I, L.L.C., its general partner
  
By:
22C Capital GP I MM LLC, its managing member
  
By:
/s/ Eric J. Edell
  
Name:
Eric J. Edell
  
Title:
Member
Date: 09/15/2021
22C DiscoverOrg Advisors, LLC
  
By:
/s/ Eric J. Edell
  
Name:
Eric J. Edell
  
Title:
Managing Member
Date: 09/15/2021
22C DiscoverOrg Investors, LLC
  
By:
22C DiscoverOrg MM, LLC, its managing member
  
By:
22C DiscoverOrg Advisors, LLC, its managing member
  
By:
/s/ Eric J. Edell
  
Name:
Eric J. Edell
  
Title:
Managing Member
Date: 09/15/2021
22C Magellan Holdings LLC
  
By:
/s/ Eric J. Edell
  
Name:
Eric J. Edell
  
Title:
Officer with Title of Authorized Signatory
Date: 09/15/2021
22C Capital GP I MM LLC
  
By:
/s/ Eric J. Edell
  
Name:
Eric J. Edell
  
Title:
Member
Date: 09/15/2021
22C Capital GP I, L.L.C.
  
By:
22C Capital GP I MM LLC, its managing member
  
By:
/s/ Eric J. Edell
  
Name:
Eric J. Edell
  
Title:
Member
Date: 09/15/2021
22C DiscoverOrg MM, LLC
  
By:
22C DiscoverOrg Advisors, LLC, its managing member
  
By:
/s/ Eric J. Edell
  
Name:
Eric J. Edell
  
Title:
Managing Member
Date: 09/15/2021
22C Capital I-A, L.P
  
By:
22C Capital GP I, L.L.C., its general partner
  
By:
22C Capital GP I MM LLC, its managing member
  
By:
/s/ Eric J. Edell
  
Name:
Eric J. Edell
  
Title:
Managing Member
Date: 09/15/2021