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* Schuck Henry (Last) (First) (Middle) C/O ZOOMINFO TECHNOLOGIES INC., 805 BROADWAY STREET, SUITE 900 (Street) VANCOUVER, WA 98660 (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 X Officer (give title below) Other (specify below) Chief Executive Officer	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class P Units of ZoomInfo Holdings LLC	(1)	(1)	Class A Common Stock	1,928,870(1)	4	D
Class P Units of ZoomInfo Holdings LLC	(2)	(2)	Class A Common Stock	450,000(2)	21	D
LLC Units of ZoomInfo Holdings LLC	(3)	(3)	Class A Common Stock	58,647,878	(3)	I	See Footnote(4)
LLC Units of ZoomInfo Holdings LLC	(3)	(3)	Class A Common Stock	15,295,355	(3)	I	See Footnote(5)(6)
LLC Units of ZoomInfo Intermediate Holdings LLC	(7)	(7)	Class A Common Stock	2,778,810	(7)	I	See Footnote(6)(8)

Explanation of Responses:

1. Reflects Class P limited liability company units ("Class P Units") of ZoomInfo Holdings LLC ("OpCo") which are profits interests that are economically similar to a stock settled stock option. Vested Class P units are exchangeable, at the holder's election, into a number of shares of the Issuer's Class A common stock ("Class A Common Stock") equal in value to the "spread value" represented by the excess of the value of shares of Class A Common Stock at the time of exchange above the "distribution threshold" associated with the Class P Units, multiplied by the number of Class P Units being exchanged. The number reflected in Table II reflects the number of Class P Units held by the Reporting Person. Of these Class P Units, 50% vest March 12, 2020, and the remaining 50% vest in equal monthly installments during the 24 months thereafter.

2. Reflects Class P Units that vest as follows: (a) one-third vest on June 3, 2022, (b) one-third vest on June 3, 2023, and (c) one-third vest on June 3, 2024. The number reflected in Table II reflects the number of Class P Units held by the Reporting Person.

3. Pursuant to the terms of the limited liability company agreement for OpCo, limited liability company units of OpCo ("OpCo 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. Shares of Class B Common Stock have no economic value and have 10 votes per share.

4. Reflects securities held directly by DO Holdings (WA), LLC. DO Holdings (WA), LLC is owned by Henry Schuck and Kirk Brown. The Reporting Person may be deemed to share voting and dispositive power over the securities held by DO Holdings (WA), LLC.

5. Reflects securities held directly by HSKB Funds, LLC.

6. HSKB Funds, LLC and HSKB Funds II, LLC are managed by HLS Management, LLC. The Reporting Person is the sole member of HLS Management, LLC. The Reporting Person holds 7,363,514 limited liability company units of HSKB Funds, LLC ("HSKB Units"), each of which represents the economic value of one OpCo Unit held by HSKB Funds, LLC. Each such HSKB Unit is fully vested and is exchangeable, at the Reporting Person's option, into an OpCo Unit and a share of Class B Common Stock, which together shall be exchangeable by the Issuer for shares of Class A Common Stock on a one-for-one basis, subject to exchange rate adjustments for stock splits, stock dividends, and reclassifications. Shares of Class B Common Stock have no economic value and have 10 votes per share.

7. 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. Shares of Class B Common Stock have no economic value and have 10 votes per share.

8. Reflects securities held directly by HSKB Funds II, LLC.

Remarks:

The Reporting Person disclaims beneficial ownership of the securities reported herein as indirectly beneficially owned, except to the extent of his pecuniary interest therein. Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Anthony Stark, as Attorney-in-Fact	06/04/2020
	HSKB Funds, LLC, by HLS Management, LLC, its manager, by Henry Schuck, its member /s/ Henry Schuck	06/04/2020
	HSKB Funds II, LLC, by HLS Management, LLC, its manager, by Henry Schuck, its member /s/ Henry Schuck	06/04/2020
	HLS Management, LLC, by Henry Schuck, its member /s/ Henry Schuck	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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Power of Attorney

Know all by these presents that the undersigned, does hereby make, constitute and appoint each of Henry Schuck, Cameron Hyzer, Anthony Stark, James Henry, Jie Smith and Kristin Malone, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (in the undersigned's individual capacity), to execute and deliver such forms that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned's ownership of or transactions in securities of ZoomInfo Technologies Inc. (the "Company") (i) pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, statements on Form 3, Form 4 and Form 5 (including any amendments thereto) and (ii) in connection with any applications for EDGAR access codes or any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the Securities and Exchange Commission, including without limitation the Form ID. The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with regard to his or her ownership of or transactions in securities of the Company, unless earlier revoked in writing. The undersigned acknowledges Henry Schuck, Cameron Hyzer, Anthony Stark, James Henry, Jie Smith and Kristin Malone are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

By: /s/ Henry Schuck
_______________________
Henry Schuck
_______________________

Date: 3/17/2020
_______________________