22C DiscoverOrg Investors, LLC's Form 4 filing
ZoomInfo Technologies Inc. (GTM) · filed Sep 15, 2021
- Accession no.
- 0001140361-21-031392
- Filed
- Sep 15, 2021, 6:12 PM ET
- Trade date
- Sep 13-14, 2021
- Filing delay
- 2 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 20 non-derivative transactions and 4 derivative transactions. Open-market sales total $30.8M. It was filed 2 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 | Other: See Remarks |
| 22C Capital I, L.P.CIK 0001754570 | Other: See Remarks |
| 22C Capital I-A, L.P.CIK 0001755053 | Other: See Remarks |
| 22C Capital GP I, L.L.CCIK 0001813836 | Other: See Remarks |
| 22C Capital GP I MM LLCCIK 0001813837 | Other: See Remarks |
| 22C DiscoverOrg MM, LLCCIK 0001813838 | Other: See Remarks |
| Edell Eric JCIK 0001813873 | Other: See Remarks |
| 22C DiscoverOrg Advisors, LLCCIK 0001813885 | Other: See Remarks |
| 22C Magellan Holdings LLCCIK 0001814161 | 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 |
|---|---|---|---|---|---|---|---|---|
| Sep 13, 2021 | Class A Common Stock | CConversionAcquired | +10,504 | –F5 | – | 10,504 | Indirect | Duplicate filing |
| Sep 13, 2021 | Class A Common Stock | CConversionAcquired | +320,278 | –F5 | – | 7,116,756 | Indirect | Duplicate filing |
| Sep 13, 2021 | Class A Common Stock | SSaleDisposed | −8,617 | $64.68F8 | −$557,356.18 | 1,887 | Indirect | Duplicate filing |
| Sep 13, 2021 | Class A Common Stock | SSaleDisposed | −262,740 | $64.68F8 | −$16,994,285.94 | 6,854,016 | Indirect | Duplicate filing |
| Sep 13, 2021 | Class A Common Stock | SSaleDisposed | −58,881 | $64.68F8 | −$3,808,481.96 | 1,981,477 | Indirect | Duplicate filing |
| Sep 13, 2021 | Class A Common Stock | SSaleDisposed | −60,237 | $64.68F8 | −$3,896,189.4 | 2,027,148 | Indirect | Duplicate filing |
| Sep 13, 2021 | Class A Common Stock | SSaleDisposed | −1,887 | $65.41F9 | −$123,429.05 | 0 | Indirect | Duplicate filing |
| Sep 13, 2021 | Class A Common Stock | SSaleDisposed | −57,538 | $65.41F9 | −$3,763,572.09 | 6,796,478 | Indirect | Duplicate filing |
| Sep 13, 2021 | Class A Common Stock | SSaleDisposed | −12,894 | $65.41F9 | −$843,399.12 | 1,968,538 | Indirect | Duplicate filing |
| Sep 13, 2021 | Class A Common Stock | SSaleDisposed | −13,192 | $65.41F9 | −$862,891.36 | 2,013,956 | Indirect | Duplicate filing |
| Sep 14, 2021 | Class A Common Stock | CConversionAcquired | +288,124 | –F5 | – | 288,124 | Indirect | Duplicate filing |
| Sep 14, 2021 | Class A Common Stock | CConversionAcquired | +1,987,901 | –F5 | – | 8,784,379 | Indirect | Duplicate filing |
| Sep 14, 2021 | Class A Common Stock | JOtherDisposed | −1,316,558 | $65.75 | −$86,563,688.5 | 7,467,821 | Indirect | Duplicate filing |
| Sep 14, 2021 | Class A Common Stock | JOtherDisposed | −1,436,350 | $65.75 | −$94,440,012.5 | 532,233 | Indirect | Duplicate filing |
| Sep 14, 2021 | Class A Common Stock | JOtherDisposed | −1,058,535 | $65.75 | −$69,598,676.25 | 955,421 | Indirect | Duplicate filing |
| Sep 14, 2021 | Class A Common Stock | JOtherDisposed | −67,956 | $65.75 | −$4,468,107 | 220,168 | Indirect | Duplicate filing |
| Sep 14, 2021 | Class A Common Stock | JOtherDisposed | −9,472 | $0.00F11 | $0 | 0 | Indirect | Duplicate filing |
| Sep 14, 2021 | Class A Common Stock | JOtherDisposed | −532,233 | $0.00F11 | $0 | 0 | Indirect | Duplicate filing |
| Sep 14, 2021 | Class A Common Stock | JOtherDisposed | −129,698 | $0.00F11 | $0 | 0 | Indirect | Duplicate filing |
| Sep 14, 2021 | Class A Common Stock | JOtherDisposed | −220,168 | $0.00F11 | $0 | 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 |
|---|---|---|---|---|---|---|---|---|
| Sep 13, 2021 | Class A Common Stock | CConversionDisposed | −10,504 | $0.00 | $0 | 288,124 | Indirect | Duplicate filing |
| Sep 13, 2021 | Class A Common Stock | CConversionDisposed | −320,278 | $0.00 | $0 | 1,987,901 | Indirect | Duplicate filing |
| Sep 14, 2021 | Class A Common Stock | CConversionDisposed | −288,124 | $0.00 | $0 | 0 | Indirect | Duplicate filing |
| Sep 14, 2021 | Class A Common Stock | CConversionDisposed | −1,987,901 | $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 4 transactions in Table I.
- F8
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.23 to $65.01, inclusive. The reporting persons undertake 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.
Referenced by the price of 4 transactions in Table I.
- F9
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.405 to $65.425, inclusive. The reporting persons undertake 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.
Referenced by the price of 4 transactions in Table I.
- F11
These shares were distributed in-kind, pro-rata and for no additional consideration to the partners or members (as applicable) of the direct holder of the shares in connection with its liquidation of this investment (the "Liquidating Distribution").
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.