4//SEC Filing
FiveW DiscoverOrg LLC 4
Accession 0001140361-21-026987
CIK 0001794515other
Filed
Aug 3, 8:00 PM ET
Accepted
Aug 4, 8:20 PM ET
Size
44.0 KB
Accession
0001140361-21-026987
Insider Transaction Report
Form 4
Winn David Randall
Director
Transactions
- Sale
Class A Common Stock
2021-08-02$55.02/sh−420$23,107→ 0 total(indirect: See footnotes) - Conversion
LLC Units of ZoomInfo Holdings LLC
2021-08-02−12,791→ 10,222,896 total(indirect: See footnotes)→ Class A Common Stock (12,791 underlying) - Conversion
Class A Common Stock
2021-08-02+5,290→ 5,290 total(indirect: See footnote) - Conversion
Class A Common Stock
2021-08-02+12,791→ 12,791 total(indirect: See footnotes) - Conversion
Class A Common Stock
2021-08-02+2,933→ 1,000,442 total(indirect: See footnotes) - Conversion
Class A Common Stock
2021-08-02+420→ 420 total(indirect: See footnotes) - Sale
Class A Common Stock
2021-08-02$55.02/sh−5,290$291,043→ 0 total(indirect: See footnote) - Sale
Class A Common Stock
2021-08-02$55.02/sh−12,791$703,730→ 0 total(indirect: See footnotes) - Conversion
LLC Units of ZoomInfo Holdings LLC
2021-08-02−5,290→ 3,924,340 total(indirect: See footnote)→ Class A Common Stock (5,290 underlying) - Sale
Class A Common Stock
2021-08-02$55.02/sh−2,933$161,367→ 997,509 total(indirect: See footnotes) - Conversion
LLC Units of ZoomInfo Holdings LLC
2021-08-02−2,933→ 1,875,436 total(indirect: See footnotes)→ Class A Common Stock (2,933 underlying) - Conversion
LLC Units of ZoomInfo Intermediate Holdings LLC
2021-08-02−420→ 76,154 total(indirect: See footnotes)→ Class A Common Stock (420 underlying)
Holdings
- 334,859(indirect: See footnotes)
Class C Common Stock
→ Class A Common Stock (334,859 underlying) - 1,258,117
LLC Units of ZoomInfo Holdings LLC
→ Class A Common Stock (1,258,117 underlying) - 2,308,179(indirect: See footnotes)
Class C Common Stock
→ Class A Common Stock (2,308,179 underlying)
FiveW DiscoverOrg LLC
10% OwnerOther
Transactions
- Conversion
Class A Common Stock
2021-08-02+5,290→ 5,290 total(indirect: See footnote) - Conversion
Class A Common Stock
2021-08-02+12,791→ 12,791 total(indirect: See footnotes) - Sale
Class A Common Stock
2021-08-02$55.02/sh−12,791$703,730→ 0 total(indirect: See footnotes) - Sale
Class A Common Stock
2021-08-02$55.02/sh−420$23,107→ 0 total(indirect: See footnotes) - Conversion
LLC Units of ZoomInfo Holdings LLC
2021-08-02−12,791→ 10,222,896 total(indirect: See footnotes)→ Class A Common Stock (12,791 underlying) - Sale
Class A Common Stock
2021-08-02$55.02/sh−5,290$291,043→ 0 total(indirect: See footnote) - Sale
Class A Common Stock
2021-08-02$55.02/sh−2,933$161,367→ 997,509 total(indirect: See footnotes) - Conversion
LLC Units of ZoomInfo Holdings LLC
2021-08-02−5,290→ 3,924,340 total(indirect: See footnote)→ Class A Common Stock (5,290 underlying) - Conversion
LLC Units of ZoomInfo Intermediate Holdings LLC
2021-08-02−420→ 76,154 total(indirect: See footnotes)→ Class A Common Stock (420 underlying) - Conversion
Class A Common Stock
2021-08-02+2,933→ 1,000,442 total(indirect: See footnotes) - Conversion
Class A Common Stock
2021-08-02+420→ 420 total(indirect: See footnotes) - Conversion
LLC Units of ZoomInfo Holdings LLC
2021-08-02−2,933→ 1,875,436 total(indirect: See footnotes)→ Class A Common Stock (2,933 underlying)
Holdings
- 334,859(indirect: See footnotes)
Class C Common Stock
→ Class A Common Stock (334,859 underlying) - 2,308,179(indirect: See footnotes)
Class C Common Stock
→ Class A Common Stock (2,308,179 underlying) - 1,258,117
LLC Units of ZoomInfo Holdings LLC
→ Class A Common Stock (1,258,117 underlying)
FiveW Capital LLC
10% OwnerOther
Transactions
- Conversion
LLC Units of ZoomInfo Holdings LLC
2021-08-02−5,290→ 3,924,340 total(indirect: See footnote)→ Class A Common Stock (5,290 underlying) - Conversion
LLC Units of ZoomInfo Intermediate Holdings LLC
2021-08-02−420→ 76,154 total(indirect: See footnotes)→ Class A Common Stock (420 underlying) - Conversion
Class A Common Stock
2021-08-02+5,290→ 5,290 total(indirect: See footnote) - Conversion
Class A Common Stock
2021-08-02+12,791→ 12,791 total(indirect: See footnotes) - Sale
Class A Common Stock
2021-08-02$55.02/sh−5,290$291,043→ 0 total(indirect: See footnote) - Conversion
Class A Common Stock
2021-08-02+2,933→ 1,000,442 total(indirect: See footnotes) - Conversion
Class A Common Stock
2021-08-02+420→ 420 total(indirect: See footnotes) - Sale
Class A Common Stock
2021-08-02$55.02/sh−12,791$703,730→ 0 total(indirect: See footnotes) - Sale
Class A Common Stock
2021-08-02$55.02/sh−2,933$161,367→ 997,509 total(indirect: See footnotes) - Sale
Class A Common Stock
2021-08-02$55.02/sh−420$23,107→ 0 total(indirect: See footnotes) - Conversion
LLC Units of ZoomInfo Holdings LLC
2021-08-02−12,791→ 10,222,896 total(indirect: See footnotes)→ Class A Common Stock (12,791 underlying) - Conversion
LLC Units of ZoomInfo Holdings LLC
2021-08-02−2,933→ 1,875,436 total(indirect: See footnotes)→ Class A Common Stock (2,933 underlying)
Holdings
- 2,308,179(indirect: See footnotes)
Class C Common Stock
→ Class A Common Stock (2,308,179 underlying) - 1,258,117
LLC Units of ZoomInfo Holdings LLC
→ Class A Common Stock (1,258,117 underlying) - 334,859(indirect: See footnotes)
Class C Common Stock
→ Class A Common Stock (334,859 underlying)
Footnotes (11)
- [F1]These shares are held directly by FiveW DiscoverOrg, LLC, whose managing member is FiveW Capital LLC. D. Randall Winn is the managing member of FiveW Capital LLC and, in such capacity, may be deemed to indirectly control FiveW DiscoverOrg, LLC. However, Mr. Winn has irrevocably waived all of his power to make voting and investment decisions with respect to the shares held by FiveW DiscoverOrg, LLC and authorized Eric J. Edell to exercise voting and investment power over the shares held directly by FiveW DiscoverOrg, LLC. Each of FiveW DiscoverOrg, LLC, FiveW Capital LLC, Mr. Winn and Mr. Edell 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 (the "Exchange Act"), or for any other purpose.
- [F10]These conversions and sales were effected pursuant to a Rule 10b5-1 trading plan entered into by the Reporting Persons.
- [F11]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.00 to $55.13, inclusive. The reporting persons undertake 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.
- [F2]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.
- [F3]These shares are held directly by 22C Capital I-A, L.P.
- [F4]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 J. 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, may be deemed to indirectly control each of 22C Magellan Holdings LLC and 22C Capital I-A, L.P. However, Mr. Winn has irrevocably waived all of his power to make voting and investment decisions with respect to the shares held by each of 22C Magellan Holdings LLC, 22C DiscoverOrg MM, LLC and by 22C Capital I-A, L.P., and authorized Mr. Edell to exercise voting and investment power over the shares held directly by each of 22C Magellan Holdings LLC, 22C DiscoverOrg MM, LLC and by 22C Capital I-A, L.P.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]These shares are held directly by 22C DiscoverOrg MM, LLC. 22C DiscoverOrg Advisors, LLC is the managing member of 22C DiscoverOrg MM, LLC.
- [F9]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 Exchange Act, or for any other purpose.
Issuer
ZoomInfo Technologies Inc.
CIK 0001794515
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001629062
Filing Metadata
- Form type
- 4
- Filed
- Aug 3, 8:00 PM ET
- Accepted
- Aug 4, 8:20 PM ET
- Size
- 44.0 KB