SEC Filing | Zoominfo Technologies, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

TA AP VII-B DO Subsidiary Partnership, L.P.

(Last)

(First)

(Middle)

200 CLARENDON STREET

56TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/04/2020

3. Issuer Name and Ticker or Trading Symbol
ZoomInfo Technologies Inc. [ ZI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class C Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	17,315,904	⁽¹⁾	I	See footnotes⁽²⁾⁽¹³⁾
Class C Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	326,537	⁽¹⁾	I	See footnotes⁽³⁾⁽¹³⁾
Class C Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	15,535,322	⁽¹⁾	I	See footnotes⁽⁴⁾⁽¹³⁾
Units of ZoomInfo Holdings LLC	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	66,197,636	⁽⁵⁾	I	See footnotes⁽⁶⁾⁽¹³⁾
Units of ZoomInfo Holdings LLC	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	1,708,916	⁽⁵⁾	I	See footnotes⁽⁷⁾⁽¹³⁾
Units of ZoomInfo Holdings LLC	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	11,432,270	⁽⁵⁾	I	See footnotes⁽⁸⁾⁽¹³⁾
Units of ZoomInfo Holdings LLC	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	2,458,550	⁽⁵⁾	I	See footnotes⁽⁹⁾⁽¹³⁾
Units of ZoomInfo Holdings LLC	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	3,883,830	⁽⁵⁾	I	See footnotes⁽¹⁰⁾⁽¹³⁾
Units of ZoomInfo Holdings LLC	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	81,634	⁽⁵⁾	I	See footnotes⁽¹¹⁾⁽¹³⁾
Units of ZoomInfo Holdings LLC	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	4,328,976	⁽⁵⁾	I	See footnotes⁽¹²⁾⁽¹³⁾

Explanation of Responses:

1. As described in Issuer's Registration Statement on Form S-1 (Registration No. 333-236674) (the "Registration Statement"), the Class C Common Stock is convertible at the option of the holder on a one-for-one basis for shares of Class A Common Stock of the Issuer and has no expiration date. Upon any transfer of shares of Class C Common Stock, whether or not for value, each such transferred share will automatically convert into one share of Class A Common Stock, except for certain transfers described in the Issuer's amended and restated certificate of incorporation. The shares of Class C Common Stock will convert automatically into Class A Common Stock, on a one-for-one basis, when the aggregate number of outstanding shares of the Company's Class B Common Stock and Class C Common Stock represents less than 5% of the aggregate number of the Company's outstanding shares of Common Stock. The shares of Class C Common Stock have ten votes per share.

2. Shares of Class C Common Stock of the Issuer are held by TA XI DO Feeder, L.P ("XI DO").

3. Shares of Class C Common Stock of the Issuer are held by TA SDF III DO Feeder, L.P. ("SDF III Feeder").

4. Shares of Class C Common Stock of the Issuer are held by TA Atlantic & Pacific VII-B, L.P. ("Atlantic & Pacific VII-B").

5. Units of ZoomInfo Holdings LLC ("Opco") represent limited liability company units of Opco and a corresponding number of shares of Class B Common Stock of the Issuer, which together are exchangeable at the option of the holder on a one-for-one basis for shares of Class A Common Stock of the Issuer, subject to customary conversion rate adjustments for stock splits, stock dividends, and reclassifications, pursuant to the amended and restated limited liability company agreement of Opco and has no expiration date. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof and (ii) only confer ten-to-one voting rights on the holders thereof.

6. Securities are held by TA XI DO AIV, L.P. ("XI DO AIV").

7. Securities are held by TA SDF III DO AIV, L.P. ("SDF III DO").

8. Securities are held by TA Atlantic & Pacific VII-A, L.P. ("Atlantic & Pacific VII-A").

9. Securities are held by TA Investors IV, L.P. ("Investors IV").

10. Securities are held by TA AP VII-B DO Subsidiary Partnership, L.P. ("AP VII-B").

11. Securities are held by TA SDF III DO AIV II, L.P. ("SDF III DO AIV II").

12. Securities are held by TA XI DO AIV II, L.P. ("XI DO AIV II").

13. TA Associates, L.P. is the ultimate general partner of each of XI DO, SDF III Feeder, Atlantic & Pacific VII-B, XI DO AIV, SDF III DO, Atlantic & Pacific VII-A, Investors IV, AP VII-B, SDF III DO AIV II and XI DO AIV II (collectively, the "TA Associates Funds"). Investment and voting control of the TA Associates Funds is held by TA Associates, L.P. Todd R. Crockett and Jason S. Mironov are directors of the Issuer and serve as representatives of TA Associates, L.P. and the TA Associates Funds on the Issuer's board of directors. TA Associates, L.P. disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest in such securities, if any.

Remarks:

Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, TA Associates, L.P., XI DO, SDF III Feeder, Atlantic & Pacific VII-B, XI DO AIV, SDF III DO, Atlantic & Pacific VII-A, Investors IV, SDF III DO AIV II and XI DO AIV II have filed a separate Form 3.

	TA Associates AP VII-B DO Subsidiary Partnership, L.P., by TA Associates AP VII GP L.P., its general Partner, by TA Associates, L.P., its General Partner, by Jeffrey C. Hadden, its General Counsel, /s/ Jeffrey C. Hadden	06/04/2020
	** 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 5 (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).
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