Sec Form 4 Filing - Hyzer Peter Cameron @ ZoomInfo Technologies Inc. - 2020-12-22

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
Hyzer Peter Cameron
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 Financial Officer
(Last) (First) (Middle)
C/O ZOOMINFO TECHNOLOGIES INC.,, 805 BROADWAY STREET, SUITE 900
3. Date of Earliest Transaction (MM/DD/YY)
12/22/2020
(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 12/22/2020 M( 1 )( 2 ) 100,000 A $ 4 100,000 D
Class A Common Stock 12/22/2020 F( 2 )( 3 ) 9,050 D $ 44.2 90,950 D
Class A Common Stock 12/22/2020 S( 2 ) 21,041 D $ 44.47 ( 4 ) 69,909 D
Class A Common Stock 12/22/2020 S( 2 ) 38,281 D $ 45.08 ( 5 ) 31,628 D
Class A Common Stock 12/22/2020 S( 2 ) 31,628 D $ 46.19 ( 6 ) 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 Deri vative 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 12/22/2020 M( 1 )( 2 ) 100,000 ( 1 ) ( 1 ) Class A Common Stock 100,000 $ 0 1,653,518 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hyzer Peter Cameron
C/O ZOOMINFO TECHNOLOGIES INC.,
805 BROADWAY STREET, SUITE 900
VANCOUVER, WA98660
Chief Financial Officer
Signatures
/s/ Anthony Stark, as Attorney-in-Fact 12/23/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects Class P limited liability company units of ZoomInfo Holdings LLC ("Class P Units") 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 Class A common stock ("Class A Common Stock") of ZoomInfo Technologies Inc. (the "Issuer") 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. Reflects an original amount of 1,753,518 Class P Units, of which 50% vested on November 12, 2020, and the remaining 50% vest in equal monthly installments during the 24 months following November 12, 2020.
( 2 )The transactions reported in this Form 4 were effected pursuant to a 10b5-1 trading plan entered into prior to November 30, 2020.
( 3 )Reflects shares deemed to be withheld in connection with the exchange of Class P Units described herein.
( 4 )The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions ranging from $43.80 to $44.79, 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. The shares were sold in multiple transactions ranging from $44.80 to $45.79, 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 )The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions ranging from $45.81 to $46.53, 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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