Sec Form 3 Filing - Schuck Henry @ ZoomInfo Technologies Inc. - 2020-06-04

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Schuck Henry
2. Issuer Name and Ticker or Trading Symbol
ZoomInfo Technologies Inc. [ ZI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O ZOOMINFO TECHNOLOGIES INC.,, 805 BROADWAY STREET, SUITE 900
3. Date of Earliest Transaction (MM/DD/YY)
06/04/2020
(Street)
VANCOUVER,, WA98660
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class P Units of ZoomInfo Holdings LLC $ 4 ( 1 ) ( 1 ) Class A Common Stock 1,928,870 ( 1 ) D
Class P Units of ZoomInfo Holdings LLC $ 21 ( 2 ) ( 2 ) Class A Common Stock 450,000 ( 2 ) D
LLC Units of ZoomInfo Holdings LLC ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 58,647,878 I See Footnote ( 4 )
LLC Units of ZoomInfo Holdings LLC ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 15,295,355 I See Footnote ( 5 ) ( 6 )
LLC Units of ZoomInfo Intermediate Holdings LLC ( 7 ) ( 7 ) ( 7 ) Class A Common Stock 2,778,810 I See Footnote ( 6 ) ( 8 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Schuck Henry
C/O ZOOMINFO TECHNOLOGIES INC.,
805 BROADWAY STREET, SUITE 900
VANCOUVER,, WA98660
X X Chief Executive Officer
Signatures
/s/ Anthony Stark, as Attorney-in-Fact 06/04/2020
Signature of Reporting Person Date
HSKB Funds, LLC, by HLS Management, LLC, its manager, by Henry Schuck, its member/s/ Henry Schuck 06/04/2020
Signature of Reporting Person Date
HSKB Funds II, LLC, by HLS Management, LLC, its manager, by Henry Schuck, its member/s/ Henry Schuck 06/04/2020
Signature of Reporting Person Date
HLS Management, LLC, by Henry Schuck, its member/s/ Henry Schuck 06/04/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects Class P limited liability company units ("Class P Units") of ZoomInfo Holdings LLC ("OpCo") which are profits interests that are economically similar to a stock settled stock option. Vested Class P units are exchangeable, at the holder's election, into a number of shares of the Issuer's Class A common stock ("Class A Common Stock") equal in value to the "spread value" represented by the excess of the value of shares of Class A Common Stock at the time of exchange above the "distribution threshold" associated with the Class P Units, multiplied by the number of Class P Units being exchanged. The number reflected in Table II reflects the number of Class P Units held by the Reporting Person. Of these Class P Units, 50% vest March 12, 2020, and the remaining 50% vest in equal monthly installments during the 24 months thereafter.
( 2 )Reflects Class P Units that vest as follows: (a) one-third vest on June 3, 2022, (b) one-third vest on June 3, 2023, and (c) one-third vest on June 3, 2024. The number reflected in Table II reflects the number of Class P Units held by the Reporting Person.
( 3 )Pursuant to the terms of the limited liability company agreement for OpCo, limited liability company units of 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.
( 4 )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.
( 5 )Reflects securities held directly by HSKB Funds, LLC.
( 6 )HSKB Funds, LLC and HSKB Funds II, LLC are managed by HLS Management, LLC. The Reporting Person is the sole member of HLS Management, LLC. The Reporting Person holds 7,363,514 limited liability company units of HSKB Funds, LLC ("HSKB Units"), each of which represents the economic value of one OpCo Unit held by HSKB Funds, LLC. 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 shall be 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.
( 7 )Pursuant to the terms of the limited liability company agreement for ZoomInfo Intermediate Holdings LLC ("HoldCo"), limited liability company units of HoldCo ("HoldCo 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.
( 8 )Reflects securities held directly by HSKB Funds II, LLC.

Remarks:
The Reporting Person disclaims beneficial ownership of the securities reported herein as indirectly beneficially owned, except to the extent of his pecuniary interest therein. Exhibit List: Exhibit 24 - Power of Attorney

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