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Form 4 ZoomInfo Technologies For: Sep 15 Filed by: Crockett Todd

September 17, 2021 5:44 PM EDT
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Crockett Todd

(Last) (First) (Middle)
C/O ZOOMINFO TECHNOLOGIES, INC
805 BROADWAY STREET, SUITE 900

(Street)
VANCOUVER WA 98660

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ZoomInfo Technologies Inc. [ ZI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 09/15/2021   J (1)   1,187 A $ 0 (2) 39,081 I See Footnotes (3) (4)
Class A Common Stock 09/15/2021   J (1)   62,339 A $ 0 (2) 2,072,555 I See Footnotes (4) (5)
Class A Common Stock 09/15/2021   J (1)   57,883 A $ 0 (2) 1,859,436 I See Footnotes (4) (6)
Class A Common Stock               31,693,020 I See Footnotes (4) (7)
Class A Common Stock               818,167 I See Footnotes (4) (8)
Class A Common Stock               5,473,354 I See Footnotes (4) (9)
Class A Common Stock               1,177,065 I See Footnotes (4) (10)
Class A Common Stock               156,331 I See Footnotes (4) (11)
Class A Common Stock               8,290,222 I See Footnotes (4) (12)
Class A Common Stock               7,437,749 I See Footnotes (4) (13)
Class A Common Stock               108,479 I By Trust
Class A Common Stock               564 I By Trust
Class A Common Stock               564 I By Trust
Class A Common Stock               1,154 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 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: 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. XI DO AIV II, SDF III DO AIV II and AP VII-B distributed these shares to one or more of their limited partners and to TA Associates XI GP, LP, TA Associates AP VII GP, LP and TA Associates SDF III GP, LP on a pro rata basis, for no consideration. On the same date, TA Associates XI GP, LP, TA Associates AP VII GP, LP and TA Associates SDF III GP, LP distributed, for no consideration, the shares received in the distribution to one or more of their partners, representing each such partners pro rata interest in such shares. All aforementioned distributions were made in accordance with exemptions afforded by Rules 16a-13 and 16a-19 of the Securities and Exchange Act of 1935, as amended.
2. Units of ZoomInfo Holdings LLC ("Opco"), which represent limited liability company units of Opco and a corresponding number of shares of Class B Common Stock of the Issuer, were exchanged on a one-for-one basis for shares of Class A Common Stock of the Issuer pursuant to the amended and restated limited liability company agreement of Opco.
3. Securities are held by TA SDF III DO AIV II, L.P. ("SDF III DO AIV II").
4. TA Associates, L.P. is the ultimate general partner of each of XI DO, SDF III Feeder, Atlantic & Pacific VII-B, XI DO AIV, SDF III DO, Atlantic & Pacific VII-A, Investors IV, AP VII-B, SDF III DO AIV II and XI DO AIV II (collectively, the "TA Associates Funds"). Investment and voting control of the TA Associates Funds is held by TA Associates, L.P. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest in such securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
5. Securities are held by TA XI DO AIV II, L.P. ("XI DO AIV II").
6. Securities are held by TA AP VII-B DO Subsidiary Partnership, L.P. ("AP VII-B").
7. Securities are held by TA XI DO AIV, L.P. ("XI DO AIV").
8. Securities are held by TA SDF III DO AIV, L.P. ("SDF III DO").
9. Securities are held by TA Atlantic & Pacific VII-A, L.P. ("Atlantic & Pacific VII-A").
10. Securities are held by TA Investors IV, L.P. ("Investors IV").
11. Securities are held by TA SDF III DO Feeder, L.P. ("SDF III Feeder").
12. Securities are held by TA XI DO Feeder, L.P ("XI DO").
13. Securities are held by TA Atlantic & Pacific VII-B, L.P. ("Atlantic & Pacific VII-B").
/s/ Todd Crockett 09/17/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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