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ZoomInfo (ZI)

Filed: 2 Nov 21, 9:59pm
SEC Form 4
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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OMB Number: 3235-0287
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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*
Brown Kirk Norman

(Last) (First) (Middle)
7721 SE 17TH STREET

(Street)
VANCOUVER WA 98664

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
10/05/2021
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(1) 11,479,612(2)(3) I See Footnote(4)
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
LLC Units of ZoomInfo Holdings LLC (1) (1) (1) Class A Common Stock 494,000 7,438,247(4)(5) I See Footnote(4)
Explanation of Responses:
1. 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 Issuer's Class A common stock on a one-for-one basis at the discretion of DO Holdings (WA), LLC, 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.
2. Reflects the Reporting Person's proportionate pecuniary interest in the securities held directly by DO Holdings (WA), LLC.
3. On October 5, 2021, the Reporting Person filed a Form 4 inadvertently reporting the Reporting Person's proportionate pecuniary interest in shares of Class A Common Stock held directly by DO Holdings (WA), LLC as 11,582,303 shares. In fact, the Reporting Person's proportionate pecuniary interest in shares of Class A Common Stock held directly by DO Holdings (WA), LLC was 11,479,612 shares.
4. Reflects securities held directly by DO Holdings (WA), LLC. DO Holdings (WA), LLC is owned by the Reporting Person and Henry Schuck.
5. On October 5, 2021, the Reporting Person filed a Form 4 inadvertently reporting the Reporting Person's proportionate pecuniary interest in OpCo Units held directly by DO Holdings (WA), LLC as 7,227,535 OpCo Units. In fact, the Reporting Person's proportionate pecuniary interest in OpCo Units held directly by DO Holdings (WA), LLC was 7,438,247 OpCo Units.
/s/ Kirk Norman Brown 11/02/2021
** 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.
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