0001209191-21-050666.txt : 20210810 0001209191-21-050666.hdr.sgml : 20210810 20210810180147 ACCESSION NUMBER: 0001209191-21-050666 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210806 FILED AS OF DATE: 20210810 DATE AS OF CHANGE: 20210810 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mironov Jason CENTRAL INDEX KEY: 0001810831 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39310 FILM NUMBER: 211161323 MAIL ADDRESS: STREET 1: TA ASSOCIATES MANAGMENT, L.P. STREET 2: 200 CLARENDON STREET, 56TH FLOOR 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 2021-08-06 0 0001794515 ZoomInfo Technologies Inc. ZI 0001810831 Mironov Jason C/O ZOOMINFO TECHNOLOGIES, INC. 805 BROADWAY STREET, SUITE 900 VANCOUVER WA 98660 1 0 0 0 Class A Common Stock 2021-08-06 4 C 0 5169272 A 5169272 I See Footnotes Class A Common Stock 2021-08-06 4 C 0 133447 A 133447 I See Footnotes Class A Common Stock 2021-08-06 4 C 0 892729 A 892729 I See Footnotes Class A Common Stock 2021-08-06 4 C 0 191984 A 191984 I See Footnotes Class A Common Stock 2021-08-06 4 C 0 6375 A 6375 I See Footnotes Class A Common Stock 2021-08-06 4 C 0 338043 A 338043 I See Footnotes Class A Common Stock 2021-08-06 4 C 0 303282 A 303282 I See Footnotes Class A Common Stock 2021-08-06 4 C 0 25499 A 25499 I See Footnotes Class A Common Stock 2021-08-06 4 C 0 1352173 A 1352173 I See Footnotes Class A Common Stock 2021-08-06 4 C 0 1213130 A 1213130 I See Footnotes Class A Common Stock 2021-08-06 4 S 0 5169272 54.75 D 0 I See Footnotes Class A Common Stock 2021-08-06 4 S 0 133447 54.75 D 0 I See Footnotes Class A Common Stock 2021-08-06 4 S 0 892729 54.75 D 0 I See Footnotes Class A Common Stock 2021-08-06 4 S 0 191984 54.75 D 0 I See Footnotes Class A Common Stock 2021-08-06 4 S 0 6375 54.75 D 0 I See Footnotes Class A Common Stock 2021-08-06 4 S 0 338043 54.75 D 0 I See Footnotes Class A Common Stock 2021-08-06 4 S 0 303282 54.75 D 0 I See Footnotes Class A Common Stock 2021-08-06 4 S 0 25499 54.75 D 0 I See Footnotes Class A Common Stock 2021-08-06 4 S 0 1352173 54.75 D 0 I See Footnotes Class A Common Stock 2021-08-06 4 S 0 1213130 54.75 D 0 I See Footnotes Units of ZoomInfo Holdings LLC 2021-08-06 4 C 0 5169272 0.00 D Class A Common Stock 5169272 40862728 I See Footnotes Units of ZoomInfo Holdings LLC 2021-08-06 4 C 0 133447 0.00 D Class A Common Stock 133447 1054886 I See Footnotes Units of ZoomInfo Holdings LLC 2021-08-06 4 C 0 892729 0.00 D Class A Common Stock 892729 7056955 I See Footnotes Units of ZoomInfo Holdings LLC 2021-08-06 4 C 0 191984 0.00 D Class A Common Stock 191984 1517624 I See Footnotes Units of ZoomInfo Holdings LLC 2021-08-06 4 C 0 6375 0.00 D Class A Common Stock 6375 51577 I See Footnotes Units of ZoomInfo Holdings LLC 2021-08-06 4 C 0 338043 0.00 D Class A Common Stock 338043 2734543 I See Footnotes Units of ZoomInfo Holdings LLC 2021-08-06 4 C 0 303282 0.00 D Class A Common Stock 303282 2455308 I See Footnotes Class C Common Stock 2021-08-06 4 C 0 25499 0.00 D Class A Common Stock 25499 201564 I See Footnotes Class C Common Stock 2021-08-06 4 C 0 1352173 0.00 D Class A Common Stock 1352173 10688825 I See Footnotes Class C Common Stock 2021-08-06 4 C 0 1213130 0.00 D Class A Common Stock 1213130 9589703 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. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest in such securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose. 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 an underwritten secondary offering that closed on August 6, 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. /s/ Jason Mironov 2021-08-10