22C DiscoverOrg Investors, LLC's Form 4 filing
ZoomInfo Technologies Inc. (GTM) · filed Aug 9, 2021
- Accession no.
- 0001140361-21-027634
- Filed
- Aug 9, 2021, 6:48 PM ET
- Trade date
- Aug 6, 2021
- Filing delay
- 3 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 9 non-derivative transactions and 5 derivative transactions. Open-market sales total $114.1M. It was filed 3 days after the trade.
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 |
|---|---|
| 22C DiscoverOrg Investors, LLCCIK 0001743159 | 10% Owner, Other: See Remarks |
| 22C Capital I, L.P.CIK 0001754570 | 10% Owner, Other: See Remarks |
| 22C Capital I-A, L.P.CIK 0001755053 | 10% Owner, Other: See Remarks |
| 22C Capital GP I, L.L.CCIK 0001813836 | 10% Owner, Other: See Remarks |
| 22C Capital GP I MM LLCCIK 0001813837 | 10% Owner, Other: See Remarks |
| 22C DiscoverOrg MM, LLCCIK 0001813838 | 10% Owner, Other: See Remarks |
| Edell Eric JCIK 0001813873 | 10% Owner, Other: See Remarks |
| 22C DiscoverOrg Advisors, LLCCIK 0001813885 | 10% Owner, Other: See Remarks |
| 22C Magellan Holdings LLCCIK 0001814161 | 10% Owner, Other: See Remarks |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Aug 6, 2021 | Class A Common Stock | CConversionAcquired | +1,225 | –F5 | – | 1,225 | Indirect | Duplicate filing |
| Aug 6, 2021 | Class A Common Stock | CConversionAcquired | +414,476 | –F6 | – | 414,476 | Indirect | Duplicate filing |
| Aug 6, 2021 | Class A Common Stock | CConversionAcquired | +1,322,815 | –F6 | – | 1,322,815 | Indirect | Duplicate filing |
| Aug 6, 2021 | Class A Common Stock | CConversionAcquired | +303,276 | –F6 | – | 1,300,785 | Indirect | Duplicate filing |
| Aug 6, 2021 | Class A Common Stock | CConversionAcquired | +42,163 | –F7 | – | 43,388 | Indirect | Duplicate filing |
| Aug 6, 2021 | Class A Common Stock | SSaleDisposed | −414,476 | $54.75F10 | −$22,692,561 | 0 | Indirect | Duplicate filing |
| Aug 6, 2021 | Class A Common Stock | SSaleDisposed | −1,322,815 | $54.75F10 | −$72,424,121.25 | 0 | Indirect | Duplicate filing |
| Aug 6, 2021 | Class A Common Stock | SSaleDisposed | −303,276 | $54.75F10 | −$16,604,361 | 997,509 | Indirect | Duplicate filing |
| Aug 6, 2021 | Class A Common Stock | SSaleDisposed | −43,388 | $54.75F10 | −$2,375,493 | 0 | Indirect | Duplicate filing |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Aug 6, 2021 | Class A Common Stock | CConversionDisposed | −1,225 | $0.00 | $0 | 333,634 | Indirect | Duplicate filing |
| Aug 6, 2021 | Class A Common Stock | CConversionDisposed | −414,476 | $0.00 | $0 | 3,081,273 | Indirect | Duplicate filing |
| Aug 6, 2021 | Class A Common Stock | CConversionDisposed | −1,322,815 | $0.00 | $0 | 7,863,757 | Indirect | Duplicate filing |
| Aug 6, 2021 | Class A Common Stock | CConversionDisposed | −303,276 | $0.00 | $0 | 1,334,566 | Indirect | Duplicate filing |
| Aug 6, 2021 | Class A Common Stock | CConversionDisposed | −42,163 | $0.00 | $0 | 0 | Indirect | Duplicate filing |
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.
- F5
Shares of the Issuer's Class C common stock ("Class C Common Stock") have ten votes per share and are convertible into shares of the Issuer's Class A common stock ("Class A Common Stock") on a one-for-one basis at the discretion of the holder. These conversion rights do not expire. In addition, each share of Class C Common Stock will convert automatically into one share of Class A Common Stock pursuant to the terms of the Issuer's Amended and Restated Certificate of Incorporation (the "Charter"), including upon any transfer, whether or not for value, except for certain affiliate transfers described in the Charter.
Referenced by the price of 1 transaction in Table I.
- F6
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 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.
Referenced by the price of 3 transactions in Table I.
- F7
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.
Referenced by the price of 1 transaction in Table I.
- F10
These conversions and sales were effected pursuant to an underwritten secondary offering that closed on August 6, 2021.
Referenced by the price of 4 transactions in Table I.
Remarks
This Form 4 is being filed in conjunction with the Form 4 filed simultaneously by: D. Randall Winn, FiveW DiscoverOrg, LLC, and FiveW Capital LLC. Each of Mr. Edell, the 22C Capital reporting persons and the FiveW reporting persons may be deemed directors of the Issuer by deputization of Mr. Winn, who serves as a director on the Issuer's board of directors. Exhibit 99.1: Additional Signatures.