SEC FORM
4
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
|
OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
|
|
|
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*
C/O ZOOMINFO TECHNOLOGIES INC. |
805 BROADWAY STREET, SUITE 900 |
(Street)
|
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 |
X |
10% Owner |
X |
Officer (give title below) |
|
Other (specify below) |
Chief Executive Officer |
|
3. Date of Earliest Transaction
(Month/Day/Year) 11/16/2021
|
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 |
11/16/2021 |
|
S
|
|
278,791 |
D |
$76.2645
|
8,962,771
|
I |
See Footnote
|
Class A Common Stock |
11/16/2021 |
|
S
|
|
650,536 |
D |
$75.8906
|
8,312,235 |
I |
See Footnote
|
Class A Common Stock |
11/17/2021 |
|
S
|
|
181,110 |
D |
$76.1641
|
8,131,125 |
I |
See Footnote
|
Class A Common Stock |
11/17/2021 |
|
S
|
|
189,563 |
D |
$77.2955
|
7,941,562 |
I |
See Footnote
|
Class A Common Stock |
|
|
|
|
|
|
|
16,380,027
|
D |
|
Class A Common Stock |
|
|
|
|
|
|
|
445,711 |
I |
By grantor retained annuity trust
|
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: |
Remarks: |
|
/s/ Michael Christopher Hall, as Attorney-in-Fact |
11/18/2021 |
|
** 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. |
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Michael Christopher Hall,
signing singly, as the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's
individual capacity and capacity as an executive officer of DO Holdings (WA),
LLC ("DOH"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder (the "Exchange Act") and Form ID
to obtain EDGAR codes and related documentation for use in filing Forms 3, 4
and 5 in each case related to investments in ZoomInfo Technologies Inc. (the
"Company");
(2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3, 4
or 5 or Form ID, complete and execute any amendment or amendments thereto, and
timely file such forms with the United States Securities and Exchange Commission
and any stock exchange or similar authority;
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion; and
(4) seek or obtain, as the undersigned's attorney-in-fact and on the
undersigned's behalf, information regarding transactions in the Company's
securities from any third party, including brokers, and the undersigned hereby
authorizes any such person to release any such information to such
attorney-in-fact and approves and ratifies any such release of information.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in connection with the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is Perkins Coie LLP assuming, any of the
undersigned's or DOH's responsibilities to comply with Section 16 of the
Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned and DOH are no longer required to file Forms 3, 4, and 5 with
respect to the undersigned's and DOH's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.
This Power of Attorney is not a delegation of, and this Power of Attorney
does not relieve the undersigned and DOH from, responsibility for compliance
with their obligations under the Exchange Act, including, without limitation,
the reporting requirements under Section 16 of the Exchange Act. Additionally,
the attorney-in-fact (including any organization in which he is associated) does
not represent or warrant that he will timely and accurately file Section 16
reports on behalf of the undersigned and DOH, which failure to timely and
accurately file may be due to various factors, including, but not limited to,
the short deadlines mandated by the Sarbanes-Oxley Act of 2002, possible time
zone differences, the attorney-in-fact's need to rely on others for information,
general availability and mistakes.
IN WITNESS WHEREOF, the undersigned had caused this Power of Attorney to
be executed as of this 15th day of November, 2021.
By: /s/ Henry L. Schuck
Henry L. Schuck, individually
By: /s/ Henry L. Schuck
Henry L. Schuck, as Chief Executive Officer of DO Holdings (WA) LLC
- 1 -