Sec Form 4 Filing - Hays Joseph Christopher @ ZoomInfo Technologies Inc. - 2021-09-03

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 Operating Officer
(Last) (First) (Middle)
C/O ZOOMINFO TECHNOLOGIES INC.,, 805 BROADWAY STREET, SUITE 900
3. Date of Earliest Transaction (MM/DD/YY)
09/03/2021
(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 09/03/2021 M( 1 ) 43,771 A 51,161 D
Class A Common Stock 09/03/2021 M( 2 )( 3 ) 31,640 A $ 4 82,801 D
Class A Common Stock 09/03/2021 M( 2 )( 4 ) 566,240 A $ 6.56 649,041 D
Class A Common Stock 09/03/2021 F( 5 ) 58,528 D $ 65.63 590,513 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 ZoomInfo Holdings LLC ( 6 ) 09/03/2021 M( 1 ) 43,771 ( 6 ) ( 6 ) Class A Common Stock 43,771 $ 0 63,909 D
Class P Units of ZoomInfo Holdings LLC $ 4 09/03/2021 M( 2 )( 3 ) 31,640 ( 3 ) ( 3 ) Class A Common Stock 31,640 $ 0 164,064 D
Class P Units of ZoomInfo Holdings LLC $ 6.56 09/03/2021 M( 2 )( 4 ) 566,240 ( 4 ) ( 4 ) Class A Common Stock 566,240 $ 0 310,519 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 Operating Officer
Signatures
/s/ Anthony Stark, as Attorney-in-Fact 09/08/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Limited liability company units ("OpCo Units") of ZoomInfo Holdings LLC ("OpCo") and shares of Class B Common Stock were exchanged for shares of Class A common stock ("Class A Common Stock") of ZoomInfo Technologies Inc. as described herein.
( 2 )Reflects Class P limited liability company units of OpCo ("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 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.
( 3 )Reflects an original amount of 350,704 Class P Units, of which 50% vested on July 1, 2020, and the remaining 50% vest in equal monthly installments during the 24 months thereafter.
( 4 )Reflects an original amount of 876,759 Class P Units, of which 50% vested on February 1, 2021, and the remaining 50% vest in equal monthly installments during the 24 months thereafter.
( 5 )Reflects shares deemed to be withheld in connection with the exchange of Class P Units described herein.
( 6 )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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