Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
ZoomInfo Technologies Inc. (Name of Issuer) |
Common stock, par value $0.01 per share (Title of Class of Securities) |
98980F104 (CUSIP Number) |
Matthew P. O'Connor 200 Clarendon Street, 59th Floor Boston, MA, 02116 (617) 850-7500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/14/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 98980F104 |
| 1 |
Name of reporting person
HighSage Ventures LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,479,835.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The percentage of Common Stock (as defined herein) reported beneficially owned by the Reporting Person is based on 318,630,783 shares of Common Stock outstanding as of July 31, 2025, as reported in the Issuer's quarterly report on Form 10-Q for the period ended June 30, 2025, filed with the Securities and Exchange Commission (the "Commission") on August 4, 2025.
SCHEDULE 13D
|
| CUSIP No. | 98980F104 |
| 1 |
Name of reporting person
Stier Jennifer | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
16,910,148.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
The percentage of Common Stock reported beneficially owned by the Reporting Person is based on 318,630,783 shares of Common Stock outstanding as of July 31, 2025, as reported in the Issuer's quarterly report on Form 10-Q for the period ended June 30, 2025, filed with the Commission on August 4, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common stock, par value $0.01 per share |
| (b) | Name of Issuer:
ZoomInfo Technologies Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
805 Broadway Street, Suite 900, Vancouver,
WASHINGTON
, 98660. |
| Item 2. | Identity and Background |
| (a) | This Statement is filed on behalf of HighSage Ventures LLC, a Delaware limited liability company, and Jennifer Stier, a citizen of the United States ("Ms. Stier" and, together with HighSage Ventures LLC, the "Reporting Persons"). The Joint Filing Agreement between the Reporting Persons is attached hereto as Exhibit 99.1. |
| (b) | The principal business address of each Reporting Person is 200 Clarendon Street, 59th Floor, Boston, MA 02116. |
| (c) | The principal business of each Reporting Person is to manage certain limited liability companies that directly hold the shares of Common stock, par value $0.01 per share ("Common Stock") reported herein. The executive officers of HighSage Ventures LLC are Ms. Stier (President), Shawn Campbell (Chief Financial Officer), Matthew P. O'Connor (Chief Legal Officer), Owen Wurzbacher (Chief Investment Officer), who also serves on the Issuer's board of directors (the "Board"), Charmaine Wan (Chief Tax Officer), and John O'Connor (Chief Technology Officer). Each of the foregoing executive officers are citizens of the United States and have a principal business address of 200 Clarendon Street, 59th Floor, Boston, MA 02116. |
| (d) | During the last five years, none of the Reporting Persons, and none of the executive officers of HighSage Ventures LLC, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons, and none of the executive officers of HighSage Ventures LLC, have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | The response to Item 2(a) of this Schedule 13D is incorporated herein by reference. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The aggregate cost of the shares of Common Stock reported herein is approximately $195.3 million. The shares of Common Stock were purchased with the working capital of various limited liability companies managed by the Reporting Persons. The Reporting Persons may effect purchases of the shares of Common Stock through margin accounts maintained for the limited liability companies with prime brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules, and such firms' credit policies. Positions in the shares of Common Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase the shares of Common Stock. | |
| Item 4. | Purpose of Transaction |
The Reporting Persons acquired the Common Stock for investment purposes. Owen Wurzbacher, who serves as the Chief Investment Officer of HighSage Ventures LLC, serves as a director on the Issuer's Board. Consistent with their investment intent and Owen Wurzbacher's service on the Issuer's Board, the Reporting Persons expect to review from time to time their investment in the Issuer and may, depending on the market and other conditions, (i) purchase additional shares of Common Stock, options, or related derivatives in the open market, in privately negotiated transactions, or otherwise; (ii) sell all or a portion of the shares of Common Stock, options, or related derivatives now beneficially owned or hereafter acquired by them; (iii) propose one or more directors for the Board; (iv) engage in communications with, without limitation, one or more shareholders of the Issuer, officers of the Issuer, members of the board of directors of the Issuer, advisors, and/or other persons regarding the Issuer, including but not limited to its operations, governance and control; and (v) engage in other proposals as the Reporting Persons may deem appropriate under the circumstances, including plans or proposals which may relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. Except as set forth above, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the date hereof, HighSage Ventures LLC may be deemed to beneficially own 12,479,835 shares of Common Stock, or approximately 3.9% of the shares of Common Stock outstanding. As of the date hereof, Ms. Stier may be deemed to beneficially own 16,910,148 shares of Common Stock, or approximately 5.3% of the shares of Common Stock outstanding. The percentages set forth herein are based on 318,630,783 shares of Common Stock outstanding as of July 31, 2025, as reported in the Issuer's quarterly report on Form 10-Q for the period ended June 30, 2025, filed with the Commission on August 4, 2025. |
| (b) | The Reporting Persons may be deemed to share the power to vote or direct the voting of, and the power to dispose or direct the disposition of, the 12,479,835 shares of Common Stock beneficially owned by HighSage Ventures LLC with the limited liability companies that directly hold such shares that are managed by HighSage Ventures LLC. Ms. Stier may be deemed to share the power to vote or direct the voting of, and the power to dispose or direct the disposition of, the 16,910,148 shares of Common Stock beneficially owned by Ms. Stier with HighSage Ventures LLC and the limited liability companies that directly hold such shares that she and/or HighSage Ventures LLC manages. |
| (c) | On August 6, 2025, limited liability companies managed by the Reporting Persons purchased 1,000,000 shares of Common Stock in multiple open market transactions at prices ranging from $9.963 to $10.0414, inclusive. The weighted average purchase price for the transactions was $10.0316 per share. On August 7, 2025, limited liability companies managed by the Reporting Persons purchased 1,250,000 shares of Common Stock in multiple open market transactions at prices ranging from $10.3669 to $10.5735, inclusive. The weighted average purchase price for the transactions was $10.455 per share. On August 8, 2025, limited liability companies managed by the Reporting Persons purchased 250,000 shares of Common Stock in multiple open market transactions at $9.8618 per share. On August 11, 2025, limited liability companies managed by the Reporting Persons purchased 1,000,000 shares of Common Stock in multiple open market transactions at prices ranging from $9.6509 to $9.9165, inclusive. The weighted average purchase price for the transactions was $9.7837 per share. On August 12, 2025, limited liability companies managed by the Reporting Persons purchased 750,000 shares of Common Stock in multiple open market transactions at prices ranging from $9.6264 to $9.7105, inclusive. The weighted average purchase price for the transactions was $9.6614 per share. On August 13, 2025, limited liability companies managed by the Reporting Persons purchased 325,000 shares of Common Stock in multiple open market transactions at prices ranging from $9.953 to $10.0889, inclusive. The weighted average purchase price for the transactions was $9.9844 per share. On August 14, 2025, limited liability companies managed by the Reporting Persons purchased 175,000 shares of Common Stock in multiple open market transactions at $10.0613 per share. On August 15, 2025, limited liability companies managed by the Reporting Persons purchased 125,000 shares of Common Stock in multiple open market transactions at $10.4545 per share. On August 18, 2025, limited liability companies managed by the Reporting Persons purchased 250,000 shares of Common Stock in multiple open market transactions at $10.4871 per share. On August 19, 2025, limited liability companies managed by the Reporting Persons purchased 350,000 shares of Common Stock in multiple open market transactions at prices ranging from $10.3304 to $10.3496, inclusive. The weighted average purchase price for the transactions was $10.3441 per share. On August 20, 2025, limited liability companies managed by the Reporting Persons purchased 250,000 shares of Common Stock in multiple open market transactions at $10.0824 per share. Except as set forth above, the Reporting Persons have not engaged in any transaction with respect to the Common Stock during the 60 days prior to the date of filing of this Schedule 13D. |
| (d) | The shares of Common Stock reported herein are directly held by certain limited liability companies, each of which has the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock that it directly owns. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The response to Item 4 of this Schedule 13D is incorporated herein by reference. On August 21, 2025, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Other than as described herein, there are no contracts, arrangements, understandings, or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit Description Exhibit 99.1: Joint Filing Agreement, dated August 21, 2025 |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|