Statement of Changes in Beneficial Ownership (4)
October 18 2021 - 5:13PM
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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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
*
CG Subsidiary Holdings L.L.C. |
2. Issuer Name and Ticker or Trading Symbol
ZoomInfo Technologies Inc.
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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)
C/O THE CARLYLE GROUP, 1001, PENNSYLVANIA AVE. NW, SUITE 220 SOUTH |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/14/2021 |
(Street)
WASHINGTON, DC 20004-2505
(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)
___ Form filed by One Reporting Person
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X
_ 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 | 10/14/2021 | | S(1) | | 109899 | D | $67.0742 (2) | 58766429 | I | See footnotes (3)(4) |
Class A Common Stock | 10/14/2021 | | S(1) | | 140267 | D | $67.8464 (5) | 58626162 | I | See footnotes (3)(4) |
Class A Common Stock | 10/15/2021 | | S(1) | | 101931 | D | $67.0759 (6) | 58524231 | I | See footnotes (3)(4) |
Class A Common Stock | 10/15/2021 | | S(1) | | 165314 | D | $67.5908 (7) | 58358917 | I | See footnotes (3)(4) |
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 |
Explanation of Responses: |
(1) | The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan. |
(2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.32 to $67.315. The reporting person undertakes to provide 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 in this footnote. |
(3) | Following the transactions reported herein, includes (i) 29,260,412 shares of Class A Common Stock held of record by CP VI Evergreen Holdings, L.P. ("CP VI Evergreen") and (ii) 29,098,505 shares of Class A Common Stock held of record by Carlyle Partners VI Evergreen Holdings, L.P. ("Carlyle Evergreen"). |
(4) | The Carlyle Group Inc., which is a publicly traded entity listed on the Nasdaq, is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities held of record by Carlyle Evergreen and CP VI Evergreen, is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the managing member of TC Group VI S1, L.L.C., which is the general partner of TC Group VI S1, L.P., which is the general partner of Carlyle Evergreen and CP VI Evergreen. |
(5) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.32 to $68.175. The reporting person undertakes to provide 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 in this footnote. |
(6) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.31 to $67.305. The reporting person undertakes to provide 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 in this footnote. |
(7) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.31 to $67.98. The reporting person undertakes to provide 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 in this footnote. |
Remarks: Due to the limitations of the electronic filing system, each of The Carlyle Group Inc., Carlyle Holdings I GP Inc., Carlyle Holdings I GP Sub L.L.C., and Carlyle Holdings I L.P. are filing a separate Form 4. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
CG Subsidiary Holdings L.L.C. C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE. NW, SUITE 220 SOUTH WASHINGTON, DC 20004-2505 |
| X |
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TC Group, LLC C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON, DC 20004-2505 |
| X |
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TC Group Sub L.P. C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W. SUITE 220 SOUTH WASHINGTON, DC 20004-2505 |
| X |
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TC Group VI S1, L.L.C. C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON, DC 20004-2505 |
| X |
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TC Group VI S1, L.P. C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON, DC 20004-2505 |
| X |
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Carlyle Partners VI Evergreen Holdings, L.P. C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON, DC 20004-2505 |
| X |
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CP VI Evergreen Holdings, L.P. C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON, DC 20004-2505 |
| X |
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Signatures
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CG Subsidiary Holdings L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director | | 10/18/2021 |
**Signature of Reporting Person | Date |
TC Group, L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director | | 10/18/2021 |
**Signature of Reporting Person | Date |
TC Group Sub L.P., By: TC Group, L.L.C., its general partner, By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director | | 10/18/2021 |
**Signature of Reporting Person | Date |
TC Group VI S1, L.L.C., By: /s/ Jeremy W. Anderson, Authorized Person | | 10/18/2021 |
**Signature of Reporting Person | Date |
TC Group VI S1, L.P., By: /s/ Jeremy W. Anderson, Authorized Person | | 10/18/2021 |
**Signature of Reporting Person | Date |
Carlyle Partners VI Evergreen Holdings, L.P., By: TC Group VI S1, L.P., its general partner, By: /s/ Jeremy W. Anderson, Authorized Person | | 10/18/2021 |
**Signature of Reporting Person | Date |
CP VI Evergreen Holdings, L.P., By: TC Group VI S1, L.P., its general partner, By: /s/ Jeremy W. Anderson, Authorized Person | | 10/18/2021 |
**Signature of Reporting Person | Date |
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