Brown Kirk Norman's Form 4/A amendment
AmendedZoomInfo Technologies Inc. (GTM) · filed Nov 2, 2021
- Accession no.
- 0001104659-21-133284
- Filed
- Nov 2, 2021
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- Oct 5, 2021
This filing lists no transactions. It carries over 5 transactions from the original filing that it did not restate. Open-market sales total $30.1M.
This amendment restates part of 0001415889-21-004761 (filed Oct 5, 2021). The transactions it did not restate still count and are listed below.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Brown Kirk NormanCIK 0001814058 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
This filing has no transactions of this kind.
Carried over from the original filing
This amendment restates only part of the original filing. The original's other transactions still stand, and the trade tables on Livermore count them under this amendment.
From 0001415889-21-004761 (filed Oct 5, 2021).
Non-derivative securities (Table I)
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Oct 1, 2021 | Class A Common Stock | CConversionAcquired | +494,000 | –F3 | – | 12,076,303 | Indirect | |
| Oct 1, 2021 | Class A Common Stock | SSaleDisposed | −82,693 | $59.76F4 | −$4,941,733.68 | 11,993,610 | Indirect | |
| Oct 1, 2021 | Class A Common Stock | SSaleDisposed | −273,952 | $60.93F5 | −$16,691,895.36 | 11,719,658 | Indirect | |
| Oct 1, 2021 | Class A Common Stock | SSaleDisposed | −137,355 | $61.46F6 | −$8,441,838.3 | 11,582,303 | Indirect |
Derivative securities (Table II)
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Oct 1, 2021 | Class A Common Stock | CConversionDisposed | −494,000 | $0.00 | $0 | 7,227,535 | Indirect |
Footnotes on the original
The footnotes that the prices of these transactions refer to on the original filing.
- F3
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, 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. DO Holdings effected an exchange of 494,000 OpCo Units and an equal number of shares of Class B Common Stock on October 1, 2021.
Referenced by the price of 1 transaction in Table I.
- F4
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $59.23 to $60.22, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
Referenced by the price of 1 transaction in Table I.
- F5
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $60.23 to $61.22, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
Referenced by the price of 1 transaction in Table I.
- F6
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $61.23 to $61.72, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
Referenced by the price of 1 transaction in Table I.
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
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.
- F2
Reflects the Reporting Person's proportionate pecuniary interest in the securities held directly by DO Holdings (WA), LLC.
- F3
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.
- F4
Reflects securities held directly by DO Holdings (WA), LLC. DO Holdings (WA), LLC is owned by the Reporting Person and Henry Schuck.
- F5
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.