0001794515-21-000097.txt : 20210317
0001794515-21-000097.hdr.sgml : 20210317
20210317183408
ACCESSION NUMBER: 0001794515-21-000097
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210315
FILED AS OF DATE: 20210317
DATE AS OF CHANGE: 20210317
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Schuck Henry
CENTRAL INDEX KEY: 0001813217
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39310
FILM NUMBER: 21752166
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
wf-form4_161602043198546.xml
FORM 4
X0306
4
2021-03-15
0
0001794515
ZoomInfo Technologies Inc.
ZI
0001813217
Schuck Henry
C/O ZOOMINFO TECHNOLOGIES INC.,
805 BROADWAY STREET, SUITE 900
VANCOUVER,
WA
98660
1
1
1
0
Chief Executive Officer
Class A Common Stock
2021-03-15
4
M
0
225750
A
225750
D
Class A Common Stock
2021-03-15
4
S
0
215232
47.53
D
10518
D
Class A Common Stock
2021-03-15
4
S
0
10518
48.26
D
0
D
Class A Common Stock
2021-03-16
4
M
0
174250
A
174250
D
Class A Common Stock
2021-03-16
4
S
0
65855
48.36
D
108395
D
Class A Common Stock
2021-03-16
4
S
0
108094
49.15
D
301
D
Class A Common Stock
2021-03-16
4
S
0
301
49.76
D
0
D
LLC Units of HSKB Funds, LLC
2021-03-15
4
M
0
225750
0
D
Class A Common Stock
225750.0
5437764
D
LLC Units of ZoomInfo Holdings LLC
2021-03-15
4
M
0
225750
0
A
Class A Common Stock
225750.0
225750
D
LLC Units of ZoomInfo Holdings LLC
2021-03-15
4
M
0
225750
0
D
Class A Common Stock
225750.0
0
D
LLC Units of HSKB Funds, LLC
2021-03-16
4
M
0
174250
0
D
Class A Common Stock
174250.0
5263514
D
LLC Units of ZoomInfo Holdings LLC
2021-03-16
4
M
0
174250
0
A
Class A Common Stock
174250.0
174250
D
LLC Units of ZoomInfo Holdings LLC
2021-03-16
4
M
0
174250
0
D
Class A Common Stock
174250.0
0
D
LLC Units of ZoomInfo Holdings LLC
Class A Common Stock
30910041.0
30910041
I
See Footnote
The transactions reported in this Form 4 were effected pursuant to a 10b5-1 trading plan entered into prior to November 30, 2020.
On March 15, 2021, 225,750 limited liability company units of HSKB Funds, LLC ("HSKB Units") held directly by the Reporting Person were exchanged for limited liability company units ("OpCo Units") of ZoomInfo Holdings LLC ("OpCo") together with an equal number of shares of Class B common stock ("Class B Common Stock") of ZoomInfo Technologies Inc. ("ZoomInfo" or the "Issuer"). These OpCo Units and shares of Class B Common Stock were exchanged for shares of ZoomInfo's Class A common stock ("Class A Common Stock") which were sold as described herein.
Pursuant to the terms of the limited liability company agreement for OpCo, OpCo Units and an equal number of shares of 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $47.10 to $48.09, inclusive. The Reporting Person undertakes 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 set forth above.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $48.10 to $48.51, inclusive. The Reporting Person undertakes 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 set forth above.
On March 16, 2021, 174,250 HSKB Units held directly by the Reporting Person were exchanged for OpCo Units together with an equal number of shares of Class B Common Stock. These OpCo Units and shares of Class B Common Stock were exchanged for shares of Class A Common Stock which were sold as described herein.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $47.67 to $48.65, inclusive. The Reporting Person undertakes 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 set forth above.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $48.67 to $49.66, inclusive. The Reporting Person undertakes 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 set forth above.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $49.68 to $49.76, inclusive. The Reporting Person undertakes 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 set forth above.
Each of these HSKB Units represents the economic value of one OpCo Unit. Each such HSKB Unit is fully vested and is exchangeable, at the Reporting Person's option, into an OpCo Unit and a share of Class B Common Stock, which together are exchangeable by the Issuer for shares of Class A Common Stock on a one-for-one basis, subject to exchange rate adjustments for stock splits, stock dividends, and reclassifications. Shares of Class B Common Stock have no economic value and have 10 votes per share.
Reflects the Reporting Person's proportionate pecuniary interest in the securities held directly by DO Holdings (WA), LLC. The Reporting Person previously reported the aggregate number of securities held by DO Holdings (WA), LLC.
Reflects securities held directly by DO Holdings (WA), LLC. DO Holdings (WA), LLC is owned by Henry Schuck and Kirk Brown. The Reporting Person may be deemed to share voting and dispositive power over the securities held by DO Holdings (WA), LLC.
/s/ Anthony Stark, as Attorney-in-Fact
2021-03-17