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Sec Form 4 Filing - TC Group Cayman Investment Holdings L.P. @ ZoomInfo Technologies Inc. - 2021-02-24

About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

TC Group Cayman Investment Holdings, L.P.

2. Issuer Name and Ticker or Trading Symbol
ZoomInfo Technologies Inc. [ ZI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	X __ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP, 1001, PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH

3. Date of Earliest Transaction (MM/DD/YY)
02/24/2021

(Street)

WASHINGTON, DC20004-2505

4. If Amendment, Date Original Filed (MM/DD/YY)

6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

**Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned**
1.Title of Security (Instr. 3)	2. Transaction Date (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/24/2021		C		3,930,984	A	$ 0	3,930,984	I	See footnotes ^{( 1 )} ^{( 2 )} ^{( 3 )}
Class B Common Stock	02/24/2021		J^{( 4 )}		1,960,039	D	$ 0	37,493,725	I	See footnotes ^{( 1 )} ^{( 2 )} ^{( 3 )}
Class A Common Stock	02/24/2021		S		3,930,984	D	$ 55.25	0	I	See footnotes ^{( 1 )} ^{( 2 )} ^{( 3 )}

**Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned**
( *e.g.* , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (MM/DD/YY)	3A. Deemed Execution Date, if any (MM/DD/YY)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)		6. Date Exercisable and Expiration Date (MM/DD/YY)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (MM/DD/YY)	3A. Deemed Execution Date, if any (MM/DD/YY)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
LLC Units of ZoomInfo Holdings LLC	^{( 5 )}	02/24/2021		C			1,960,039	^{( 5 )}	^{( 5 )}	Class A Common Stock	1,960,039	$ 0	37,493,725	I	See footnotes ^{( 1 )} ^{( 2 )} ^{( 3 )}
Class C Common Stock	^{( 6 )}	02/24/2021		C			1,970,945	^{( 6 )}	^{( 6 )}	Class A Common Stock	1,970,945	$ 0	51,792,610	I	See footnotes ^{( 1 )} ^{( 2 )} ^{( 3 )}

**Reporting Owners**
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TC Group Cayman Investment Holdings, L.P. C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON, DC20004-2505		X
TC Group Cayman Investment Holdings Sub L.P. C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON, DC20004-2505		X
TC Group VI S1, L.L.C. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON, DC20004-2505		X
TC Group VI S1, L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON, DC20004-2505		X
TC Group VI, L.L.C. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON, DC20004-2505		X
TC Group VI, L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON, DC20004-2505		X
Carlyle Partners VI Evergreen Holdings, L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON, DC20004-2505		X
CP VI Evergreen Holdings, L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON, DC20004-2505		X
Carlyle Partners VI Dash Holdings, L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON, DC20004-2505		X

**Signatures**
TC Group Cayman Investment Holdings, L.P., By: CG Subsidiary Holdings L.L.C., its general partner, By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director		02/26/2021
^** Signature of Reporting Person		Date
TC Group Cayman Investment Holdings Sub L.P., By: TC Group Cayman Investment Holdings, L.P., its general partner, By: CG Subsidiary Holdings L.L.C., its general partner, By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director		02/26/2021
^** Signature of Reporting Person		Date
TC Group VI S1, L.L.C., By: /s/ Jeremy W. Anderson, Authorized Person		02/26/2021
^** Signature of Reporting Person		Date
TC Group VI S1, L.P., By: /s/ Jeremy W. Anderson, Authorized Person		02/26/2021
^** Signature of Reporting Person		Date
TC Group VI, L.L.C., By: /s/ Jeremy W. Anderson, Authorized Person		02/26/2021
^** Signature of Reporting Person		Date
TC Group VI, L.P., By: /s/ Jeremy W. Anderson, Authorized Person		02/26/2021
^** Signature of Reporting Person		Date
Carlyle Partners VI Evergreen Holdings, L.P., By: TC Group VI S1, L.P., its general partner, By: /s/ Jeremy W. Anderson, Authorized Person		02/26/2021
^** Signature of Reporting Person		Date
CP VI Evergreen Holdings, L.P., By: TC Group VI S1, L.P., its general partner, By: /s/ Jeremy W. Anderson, Authorized Person		02/26/2021
^** Signature of Reporting Person		Date
Carlyle Partners VI Dash Holdings, L.P., By: TC Group VI, L.P., its general partner, By: /s/ Jeremy W. Anderson, Authorized Person		02/26/2021
^** Signature of Reporting Person		Date

Explanation of Responses:

( 1 )Following the transactions reported herein, includes (i) 37,493,725 LLC Units of ZoomInfo Holdings LLC ("OpCo Units") and shares of Class B Common Stock held by Carlyle Partners VI Evergreen Holdings, L.P. ("Carlyle Evergreen"), (ii) 37,702,342 shares of Class C Common Stock held of record by CP VI Evergreen Holdings, L.P. ("CP VI Evergreen") and (iii) 14,090,268 shares of Class C Common Stock held of record by Carlyle Partners VI Dash Holdings, L.P. ("Carlyle VI Dash").
( 2 )Carlyle Group Management L.L.C. holds an irrevocable proxy to vote a majority of the shares of The Carlyle Group Inc., which is a publicly traded entity listed on Nasdaq. The Carlyle Group Inc. is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities held of record by Carlyle Evergreen and CP VI Evergreen, is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the managing member of TC Group VI S1, L.L.C., which is the general partner of TC Group VI S1, L.P., which is the general partner of Carlyle Evergreen and CP VI Evergreen.
( 3 )Cont'd. The Carlyle Group Inc. is also the sole member of Carlyle Holdings II GP L.L.C., which is the managing member of Carlyle Holdings II L.L.C., which, with respect to the securities held of record by Carlyle VI Dash, is the managing member of CG Subsidiary Holdings L.L.C., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the sole member of TC Group VI, L.L.C., which is the general partner of TC Group VI, L.P., which is the general partner of Carlyle VI Dash.
( 4 )Reflects the cancellation for no consideration of Class B Common Stock in connection with the conversion of the OpCo Units in to Class A Common Stock.
( 5 )The 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 certain exceptions, conditions and adjustments, and have no expiration date.
( 6 )The Class C Common Stock may be converted into shares of the Issuer's Class A Common Stock on a one-to-one basis at the discretion of the holder and has no expiration date.

Remarks:
Due to the limitations of the electronic filing system, each of Carlyle Group Management L.L.C, The Carlyle Group Inc., Carlyle Holdings I GP Inc., Carlyle Holdings I GP Sub L.L.C., Carlyle Holdings I L.P., CG Subsidiary Holdings L.L.C., TC Group, L.L.C., TC Group Sub L.P.,Carlyle Holdings II GP L.L.C and Carlyle Holdings II L.L.C. are filing a separate Form 4.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.