Home/Filings/3/0000905148-20-000660

3//SEC Filing

22C Magellan Holdings LLC 3

Accession 0000905148-20-000660

CIK 0001794515other

View on SEC.gov Company Profile

Filed

Jun 3, 8:00 PM ET

Accepted

Jun 4, 9:46 PM ET

Size

34.5 KB

Accession

0000905148-20-000660

Insider Transaction Report

Form 3

Period: 2020-06-04

ZoomInfo Technologies Inc.ZI

22C Capital GP I, L.L.C

10% OwnerOther

Holdings

LLC Units of ZoomInfo Holdings LLC
(indirect: See footnotes)
→ Class A Common Stock (17,978,075 underlying)
LLC Units of ZoomInfo Intermediate Holdings LLC
(indirect: See footnotes)
→ Class A Common Stock (87,500 underlying)
Class C Common Stock
(indirect: See footnotes)
→ Class A Common Stock (3,201,378 underlying)
Class C Common Stock
(indirect: See footnotes)
→ Class A Common Stock (483,048 underlying)

22C Capital GP I MM LLC

10% OwnerOther

Holdings

Class C Common Stock
(indirect: See footnotes)
→ Class A Common Stock (483,048 underlying)
Class C Common Stock
(indirect: See footnotes)
→ Class A Common Stock (3,201,378 underlying)
LLC Units of ZoomInfo Holdings LLC
(indirect: See footnotes)
→ Class A Common Stock (17,978,075 underlying)
LLC Units of ZoomInfo Intermediate Holdings LLC
(indirect: See footnotes)
→ Class A Common Stock (87,500 underlying)

Edell Eric J

10% OwnerOther

Holdings

LLC Units of ZoomInfo Holdings LLC
(indirect: See footnotes)
→ Class A Common Stock (17,978,075 underlying)
Class C Common Stock
(indirect: See footnotes)
→ Class A Common Stock (3,201,378 underlying)
Class C Common Stock
(indirect: See footnotes)
→ Class A Common Stock (483,048 underlying)
LLC Units of ZoomInfo Intermediate Holdings LLC
(indirect: See footnotes)
→ Class A Common Stock (87,500 underlying)

22C Magellan Holdings LLC

10% OwnerOther

Holdings

Class C Common Stock
(indirect: See footnotes)
→ Class A Common Stock (483,048 underlying)
Class C Common Stock
(indirect: See footnotes)
→ Class A Common Stock (3,201,378 underlying)
LLC Units of ZoomInfo Intermediate Holdings LLC
(indirect: See footnotes)
→ Class A Common Stock (87,500 underlying)
LLC Units of ZoomInfo Holdings LLC
(indirect: See footnotes)
→ Class A Common Stock (17,978,075 underlying)

22C Capital I, L.P.

10% OwnerOther

Holdings

LLC Units of ZoomInfo Holdings LLC
(indirect: See footnotes)
→ Class A Common Stock (17,978,075 underlying)
Class C Common Stock
(indirect: See footnotes)
→ Class A Common Stock (3,201,378 underlying)
LLC Units of ZoomInfo Intermediate Holdings LLC
(indirect: See footnotes)
→ Class A Common Stock (87,500 underlying)
Class C Common Stock
(indirect: See footnotes)
→ Class A Common Stock (483,048 underlying)

22C Capital I-A, L.P.

10% OwnerOther

Holdings

LLC Units of ZoomInfo Intermediate Holdings LLC
(indirect: See footnotes)
→ Class A Common Stock (87,500 underlying)
Class C Common Stock
(indirect: See footnotes)
→ Class A Common Stock (3,201,378 underlying)
Class C Common Stock
(indirect: See footnotes)
→ Class A Common Stock (483,048 underlying)
LLC Units of ZoomInfo Holdings LLC
(indirect: See footnotes)
→ Class A Common Stock (17,978,075 underlying)

22C DiscoverOrg Advisors, LLC

10% OwnerOther

Holdings

Class C Common Stock
(indirect: See footnotes)
→ Class A Common Stock (3,201,378 underlying)
Class C Common Stock
(indirect: See footnotes)
→ Class A Common Stock (483,048 underlying)
LLC Units of ZoomInfo Holdings LLC
(indirect: See footnotes)
→ Class A Common Stock (17,978,075 underlying)
LLC Units of ZoomInfo Intermediate Holdings LLC
(indirect: See footnotes)
→ Class A Common Stock (87,500 underlying)

22C DiscoverOrg MM, LLC

10% OwnerOther

Holdings

Class C Common Stock
(indirect: See footnotes)
→ Class A Common Stock (483,048 underlying)
LLC Units of ZoomInfo Holdings LLC
(indirect: See footnotes)
→ Class A Common Stock (17,978,075 underlying)
LLC Units of ZoomInfo Intermediate Holdings LLC
(indirect: See footnotes)
→ Class A Common Stock (87,500 underlying)
Class C Common Stock
(indirect: See footnotes)
→ Class A Common Stock (3,201,378 underlying)

22C DiscoverOrg Investors, LLC

10% OwnerOther

Holdings

Class C Common Stock
(indirect: See footnotes)
→ Class A Common Stock (483,048 underlying)
LLC Units of ZoomInfo Intermediate Holdings LLC
(indirect: See footnotes)
→ Class A Common Stock (87,500 underlying)
Class C Common Stock
(indirect: See footnotes)
→ Class A Common Stock (3,201,378 underlying)
LLC Units of ZoomInfo Holdings LLC
(indirect: See footnotes)
→ Class A Common Stock (17,978,075 underlying)

Footnotes (6)

[F1]These shares are held directly following this offering by 22C Magellan Holdings LLC, whose two principal members are 22C DiscoverOrg Investors, LLC and 22C Capital I, L.P. 22C DiscoverOrg MM, LLC is the managing member of 22C DiscoverOrg Investors, LLC. 22C DiscoverOrg Advisors, LLC is the managing member of 22C DiscoverOrg MM, LLC.
[F2]These shares are held directly by 22C Capital I-A, L.P.
[F3]22C Capital GP I, L.L.C. is the general partner of 22C Capital I, L.P. and of 22C Capital I-A, L.P. 22C Capital GP I MM LLC is the managing member of 22C Capital GP I, L.L.C. Eric Edell and D. Randall Winn are co-managing members of 22C DiscoverOrg Advisors, LLC and co-members of 22C Capital GP I MM LLC and, in such capacities, exercise voting or investment power over the shares held directly by each of 22C Magellan Holdings LLC and by 22C Capital I-A, L.P. Each of the 22C Capital reporting persons, Mr. Edell and Mr. Winn disclaims beneficial ownership of these shares except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
[F4]Shares of the Issuer's Class C common stock ("Class C Common Stock") have ten votes per share and are convertible into shares of the Issuer's Class A common stock ("Class A Common Stock") on a one-for-one basis at the discretion of the holder. These conversion rights do not expire. In addition, each share of Class C Common Stock will convert automatically into one share of Class A Common Stock pursuant to the terms of the Issuer's Amended and Restated Certificate of Incorporation (the "Charter"), including upon any transfer, whether or not for value, except for certain affiliate transfers described in the Charter.
[F5]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 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.
[F6]Pursuant to the terms of the limited liability company agreement for ZoomInfo Intermediate Holdings LLC ("HoldCo"), limited liability company units of HoldCo ("HoldCo 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.

Documents

2 files

Issuer

ZoomInfo Technologies Inc.

CIK 0001794515

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001814161

Filing Metadata

Form type: 3
Filed: Jun 3, 8:00 PM ET
Accepted: Jun 4, 9:46 PM ET
Size: 34.5 KB

View on SEC.gov