Sec Form 4 Filing - Hays Joseph Christopher @ ZoomInfo Technologies Inc. - 2020-12-05

Insider filing report for Changes in Beneficial Ownership
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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
Hays Joseph Christopher
2. Issuer Name and Ticker or Trading Symbol
ZoomInfo Technologies Inc. [ ZI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Revenue Officer
(Last) (First) (Middle)
C/O ZOOMINFO TECHNOLOGIES INC.,, 805 BROADWAY STREET, SUITE 900
3. Date of Earliest Transaction (MM/DD/YY)
12/05/2020
(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
Class A Common Stock 12/07/2020 C( 1 ) 23,687 A 23,687 D
Class A Common Stock 12/07/2020 S( 2 ) 16,210 D $ 42.87 ( 3 ) 7,477 D
Class A Common Stock 12/07/2020 S( 2 ) 6,625 D $ 43.82 ( 4 ) 852 D
Class A Common Stock 12/07/2020 S( 2 ) 844 D $ 44.87 ( 5 ) 8 D
Class A Common Stock 12/07/2020 S( 2 ) 8 D $ 46.49 0 D
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
LLC Units of HSKB Funds, LLC ( 6 ) 12/05/2020 C( 1 ) 101,297 ( 7 ) ( 7 ) Class A Common Stock ( 6 ) 101,297 $ 0 153,827 D
LLC Units of ZoomInfo Holdings LLC ( 8 ) 12/05/2020 C( 1 ) 101,297 ( 8 ) ( 8 ) Class A Common Stock 101,297 $ 0 101,297 D
LLC Units of ZoomInfo Holdings LLC ( 8 ) 12/07/2020 C( 1 ) 23,687 ( 8 ) ( 8 ) Class A Common Stock 23,687 $ 0 77,610 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hays Joseph Christopher
C/O ZOOMINFO TECHNOLOGIES INC.,
805 BROADWAY STREET, SUITE 900
VANCOUVER, WA98660
Chief Revenue Officer
Signatures
/s/ Anthony Stark, as Attorney-in-Fact 12/08/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On December 5, 2020, upon vesting limited liability company units of HSKB Funds, LLC ("HSKB Units") settled into 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"). A portion of these OpCo Units and shares of Class B Common Stock were exchanged for shares of the Issuer's Class A common stock ("Class A Common Stock") as described herein.
( 2 )Reflects shares sold to cover the Reporting Person's tax liability in connection with the vesting of the securities reported herein.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $42.35 to $43.34, 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.
( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $43.35 to $44.34, 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.
( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $44.36 to $45.13, 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.
( 6 )Each of these HSKB Units represents the economic value of one OpCo Unit. Upon vesting, each HSKB Unit settles into an OpCo Unit and a share of Class B Common Stock, which together may be exchanged 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 shares.
( 7 )Reflects an original amount of 255,124 HSKB Units of which 101,297 vested on December 5, 2020, and the remaining portion vests in twenty-one equal monthly installments beginning on January 1, 2021, subject to accelerated vesting upon certain change in control events and other vesting conditions.
( 8 )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.

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