Statement of Changes in Beneficial Ownership (4)
May 07 2021 - 06:16PM
Edgar (US Regulatory)
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 OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Brown Kirk Norman |
2. Issuer Name and Ticker or Trading Symbol
ZoomInfo Technologies Inc.
[
ZI
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
7721 SE 17TH STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/5/2021 |
(Street)
VANCOUVER, WA 98660
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 5/5/2021 | | C(1)(2)(3) | | 253950 | A | (3) | 253950 | I | See Footnote (2) |
Class A Common Stock | 5/5/2021 | | S(1) | | 162165 | D | $46.6379 (4) | 91785 | I | See Footnote (2) |
Class A Common Stock | 5/5/2021 | | S(1) | | 71923 | D | $47.4205 (5) | 19862 | I | See Footnote (2) |
Class A Common Stock | 5/5/2021 | | S(1) | | 19862 | D | $48.6382 (6) | 0 | I | See Footnote (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 | (3) | 5/5/2021 | | C | | | 253950 | (3) | (3) | Class A Common Stock | 253950 | $0 | 26495887 (7) | I | See Footnote (7) |
Explanation of Responses: |
(1) | The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by DO Holdings (WA), LLC ("DO Holdings") on December 15, 2020. DO Holdings is owned by the Reporting Person and Henry Schuck. The transactions reported in this Form 4 were for the benefit of the Reporting Person. |
(2) | Reflects securities held directly by DO Holdings. |
(3) | Pursuant to the terms of the limited liability company agreement for ZoomInfo Holdings LLC ("OpCo"), limited liability company units of OpCo ("OpCo Units") and an equal number of shares of the Issuer's Class B common stock ("Class B Common Stock"), together are exchangeable for shares of Issuer's Class A common stock on a one-for-one basis at the discretion of DO Holdings, 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. DO Holdings effected an exchange of 253,950 OpCo Units and an equal number of shares of Class B Common Stock on May 5, 2021. |
(4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $46.10 to $47.09, 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 $47.10 to $48.09, 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. These shares were sold in multiple transactions ranging from $48.22 to $49.11, 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. |
(7) | Reflects the Reporting Person's proportionate pecuniary interest in the securities held directly by DO Holdings following the sales reported in this Form 4. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Brown Kirk Norman 7721 SE 17TH STREET VANCOUVER, WA 98660 |
| X |
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Signatures
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/s/ Kirk Norman Brown | | 5/7/2021 |
**Signature of Reporting Person | Date |
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