Filing Details
- Accession Number:
- 0000905148-21-000247
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2021-02-26 16:15:47
- Reporting Period:
- 2021-02-24
- Accepted Time:
- 2021-02-26 16:15:47
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1794515 | Zoominfo Technologies Inc. | ZI | () | DE |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1743159 | 22C Discoverorg Investors, Llc | 445 Park Avenue, 13Th Floor New York NY 10022 | No | No | No | No | |
| 1754570 | 22C Capital I, L.p. | 445 Park Avenue, 13Th Floor New York NY 10022 | No | No | No | No | |
| 1755053 | 22C Capital I-A, L.p. | 445 Park Avenue, 13Th Floor New York NY 10022 | No | No | No | No | |
| 1813836 | 22C Capital Gp I, L.l.c | 445 Park Avenue, 13Th Floor New York NY 10022 | No | No | No | No | |
| 1813837 | 22C Capital Gp I Mm Llc | 445 Park Avenue, 13Th Floor New York NY 10022 | No | No | No | No | |
| 1813838 | 22C Discoverorg Mm, Llc | 445 Park Avenue, 13Th Floor New York NY 10022 | No | No | No | No | |
| 1813873 | J Eric Edell | 7900 Glades Road Suite 540 Boca Raton FL 33434 | No | No | No | No | |
| 1813885 | 22C Discoverorg Advisors, Llc | 445 Park Avenue, 13Th Floor New York NY 10022 | No | No | No | No | |
| 1814161 | 22C Magellan Holdings Llc | 445 Park Avenue, 13Th Floor New York NY 10022 | No | No | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2021-02-24 | 25,570 | $0.00 | 25,570 | No | 4 | C | Indirect | See footnotes |
| Class A Common Stock | Acquisiton | 2021-02-24 | 779,598 | $0.00 | 779,598 | No | 4 | C | Indirect | See footnotes |
| Class A Common Stock | Disposition | 2021-02-24 | 25,570 | $55.25 | 0 | No | 4 | S | Indirect | See footnotes |
| Class A Common Stock | Disposition | 2021-02-24 | 779,598 | $55.25 | 0 | No | 4 | S | Indirect | See footnotes |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Indirect | See footnotes |
| No | 4 | C | Indirect | See footnotes |
| No | 4 | S | Indirect | See footnotes |
| No | 4 | S | Indirect | See footnotes |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Class C Common Stock | Disposition | 2021-02-24 | 25,570 | $0.00 | 25,570 | $0.00 |
| Class A Common Stock | LLC Units of ZoomInfo Holdings LLC | Disposition | 2021-02-24 | 779,598 | $0.00 | 779,598 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 398,476 | No | 4 | C | Indirect | ||
| 12,182,507 | No | 4 | C | Indirect |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Class C Common Stock | $0.00 | 2,308,179 | 2,308,179 | Indirect | ||
| Class A Common Stock | Class C Common Stock | $0.00 | 502,168 | 502,168 | Indirect | ||
| Class A Common Stock | LLC Units of ZoomInfo Holdings LLC | $0.00 | 2,820,048 | 2,820,048 | Indirect | ||
| Class A Common Stock | LLC Units of ZoomInfo Intermediate Holdings LLC | $0.00 | 76,812 | 76,812 | Indirect |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 2,308,179 | 2,308,179 | Indirect | |
| 502,168 | 502,168 | Indirect | |
| 2,820,048 | 2,820,048 | Indirect | |
| 76,812 | 76,812 | Indirect |
Footnotes
- 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.
- These shares are held directly by 22C Capital I-A, L.P.
- 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 (the "Exchange Act"), or for any other purpose.
- 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.
- 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.
- 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.
- These shares are held directly by 22C DiscoverOrg MM, LLC. 22C DiscoverOrg Advisors, LLC is the managing member of 22C DiscoverOrg MM, LLC.
- On February 23, 2021, 22C Magellan Holdings LLC transferred shares, on a pro rata basis and for no consideration, to 22C DiscoverOrg Investors, LLC, one of its principal members, who then transferred the shares to 22C DiscoverOrg MM, LLC, its managing member. This transfer was exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 under the Exchange Act.
Billionaire Hedge Funds
