Sec Form 4 Filing - TA Atlantic & Pacific VII-B L.P. @ ZoomInfo Technologies Inc.

Insider filing report for Changes in Beneficial Ownership

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FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person

TA Atlantic & Pacific VII-B L.P.

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

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

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

(Last)

(First)

(Middle)

200 CLARENDON STREET, 56TH FLOOR

3. Date of Earliest Transaction (MM/DD/YY)
06/03/2020

(Street)

BOSTON, MA02116

4. If Amendment, Date Original Filed (MM/DD/YY)

6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

**Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned**
1.Title of Security (Instr. 3)	2. Transaction Date (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	08/24/2020		C		4,402,119	A		4,402,119	I	See Footnotes ^{( 2 )} ^{( 13 )}
Class A Common Stock	08/24/2020		C		113,642	A		113,642	I	See Footnotes ^{( 3 )} ^{( 13 )}
Class A Common Stock	08/24/2020		C		760,241	A		760,241	I	See Footnotes ^{( 4 )} ^{( 13 )}
Class A Common Stock	08/24/2020		C		163,492	A		163,492	I	See Footnotes ^{( 5 )} ^{( 13 )}
Class A Common Stock	08/24/2020		C		5,429	A		5,429	I	See Footnotes ^{( 6 )} ^{( 13 )}
Class A Common Stock	08/24/2020		C		287,875	A		287,875	I	See Footnotes ^{( 7 )} ^{( 13 )}
Class A Common Stock	08/24/2020		C		258,273	A		258,273	I	See Footnotes ^{( 8 )} ^{( 13 )}
Class A Common Stock	08/24/2020		C		21,714	A		21,714	I	See Footnotes ^{( 10 )} ^{( 13 )}
Class A Common Stock	08/24/2020		C		1,151,501	A		1,151,501	I	See Footnotes ^{( 11 )} ^{( 13 )}
Class A Common Stock	08/24/2020		C		1,033,092	A		1,033,092	I	See Footnotes ^{( 12 )} ^{( 13 )}
Class A Common Stock	08/24/2020		S		4,402,119	D	$ 35.7975	0	I	See Footnotes ^{( 2 )} ^{( 13 )}
Class A Common Stock	08/24/2020		S		113,642	D	$ 35.7975	0	I	See Footnotes ^{( 3 )} ^{( 13 )}
Class A Common Stock	08/24/2020		S		760,241	D	$ 35.7975	0	I	See Footnotes ^{( 4 )} ^{( 13 )}
Class A Common Stock	08/24/2020		S		163,492	D	$ 35.7975	0	I	See Footnotes ^{( 5 )} ^{( 13 )}
Class A Common Stock	08/24/2020		S		5,429	D	$ 35.7975	0	I	See Footnotes ^{( 6 )} ^{( 13 )}
Class A Common Stock	08/24/2020		S		287,875	D	$ 35.7975	0	I	See Footnotes ^{( 7 )} ^{( 13 )}
Class A Common Stock	08/24/2020		S		258,273	D	$ 35.7975	0	I	See Footnotes ^{( 8 )} ^{( 13 )}
Class A Common Stock	08/24/2020		S		21,714	D	$ 35.7975	0	I	See Footnotes ^{( 10 )} ^{( 13 )}
Class A Common Stock	08/24/2020		S		1,151,501	D	$ 35.7975	0	I	See Footnotes ^{( 11 )} ^{( 13 )}
Class A Common Stock	08/24/2020		S		1,033,092	D	$ 35.7975	0	I	See Footnotes ^{( 12 )} ^{( 13 )}

**Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned**
( *e.g.* , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (MM/DD/YY)	3A. Deemed Execution Date, if any (MM/DD/YY)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)		6. Date Exercisable and Expiration Date (MM/DD/YY)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (MM/DD/YY)	3A. Deemed Execution Date, if any (MM/DD/YY)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Units of ZoomInfo Holdings LLC	^{( 14 )}	06/03/2020		A^{( 17 )}		66,197,636		^{( 14 )}	^{( 14 )}	Class A Common Stock	66,197,636	^{( 15 )}	66,197,636	I	See Footnotes ^{( 2 )} ^{( 13 )}
Units of ZoomInfo Holdings LLC	^{( 14 )}	06/03/2020		A^{( 17 )}		1,708,916		^{( 14 )}	^{( 14 )}	Class A Common Stock	1,708,916	^{( 15 )}	1,708,916	I	See Footnotes ^{( 3 )} ^{( 13 )}
Units of ZoomInfo Holdings LLC	^{( 14 )}	06/03/2020		A^{( 17 )}		11,432,270		^{( 14 )}	^{( 14 )}	Class A Common Stock	11,432,270	^{( 15 )}	11,432,270	I	See Footnotes ^{( 4 )} ^{( 13 )}
Units of ZoomInfo Holdings LLC	^{( 14 )}	06/03/2020		A^{( 17 )}		2,458,550		^{( 14 )}	^{( 14 )}	Class A Common Stock	2,458,550	^{( 15 )}	2,458,550	I	See Footnotes ^{( 5 )} ^{( 13 )}
Units of ZoomInfo Holdings LLC	^{( 14 )}	06/03/2020		A^{( 17 )}		81,634		^{( 14 )}	^{( 14 )}	Class A Common Stock	81,634	^{( 15 )}	81,634	I	See Footnotes ^{( 6 )} ^{( 13 )}
Units of ZoomInfo Holdings LLC	^{( 14 )}	06/03/2020		A^{( 17 )}		4,328,976		^{( 14 )}	^{( 14 )}	Class A Common Stock	4,328,976	^{( 15 )}	4,328,976	I	See Footnotes ^{( 7 )} ^{( 13 )}
Units of ZoomInfo Holdings LLC	^{( 14 )}	06/03/2020		A^{( 17 )}		3,883,830		^{( 14 )}	^{( 14 )}	Class A Common Stock	3,883,830	^{( 15 )}	3,883,830	I	See Footnotes ^{( 8 )} ^{( 13 )}
Class C Common Stock	^{( 16 )}	06/03/2020		A^{( 17 )}		326,537		^{( 16 )}	^{( 16 )}	Class A Common Stock	326,537	^{( 15 )}	326,537	I	See Footnotes ^{( 10 )} ^{( 13 )}
Class C Common Stock	^{( 16 )}	06/03/2020		A^{( 17 )}		17,315,904		^{( 16 )}	^{( 16 )}	Class A Common Stock	17,315,904	^{( 15 )}	17,315,904	I	See Footnotes ^{( 11 )} ^{( 13 )}
Class C Common Stock	^{( 16 )}	06/03/2020		A^{( 17 )}		15,535,322		^{( 16 )}	^{( 16 )}	Class A Common Stock	15,535,322	^{( 15 )}	15,535,322	I	See Footnotes ^{( 12 )} ^{( 13 )}
Units of ZoomInfo Holdings LLC	^{( 14 )}	08/24/2020		C			4,402,119	^{( 14 )}	^{( 14 )}	Class A Common Stock	4,402,119	$ 0	61,795,517	I	See Footnotes ^{( 2 )} ^{( 13 )}
Units of ZoomInfo Holdings LLC	^{( 14 )}	08/24/2020		C			113,642	^{( 14 )}	^{( 14 )}	Class A Common Stock	113,642	$ 0	1,595,274	I	See Footnotes ^{( 3 )} ^{( 13 )}
Units of ZoomInfo Holdings LLC	^{( 14 )}	08/24/2020		C			760,241	^{( 14 )}	^{( 14 )}	Class A Common Stock	760,241	$ 0	10,672,029	I	See Footnotes ^{( 4 )} ^{( 13 )}
Units of ZoomInfo Holdings LLC	^{( 14 )}	08/24/2020		C			163,492	^{( 14 )}	^{( 14 )}	Class A Common Stock	163,492	$ 0	2,295,058	I	See Footnotes ^{( 5 )} ^{( 13 )}
Units of ZoomInfo Holdings LLC	^{( 14 )}	08/24/2020		C			5,429	^{( 14 )}	^{( 14 )}	Class A Common Stock	5,429	$ 0	76,205	I	See Footnotes ^{( 6 )} ^{( 13 )}
Units of ZoomInfo Holdings LLC	^{( 14 )}	08/24/2020		C			287,875	^{( 14 )}	^{( 14 )}	Class A Common Stock	287,875	$ 0	4,041,101	I	See Footnotes ^{( 7 )} ^{( 13 )}
Units of ZoomInfo Holdings LLC	^{( 14 )}	08/24/2020		C			258,273	^{( 14 )}	^{( 14 )}	Class A Common Stock	258,273	$ 0	3,625,557	I	See Footnotes ^{( 8 )} ^{( 13 )}
Class C Common Stock	^{( 16 )}	08/24/2020		C			21,714	^{( 16 )}	^{( 16 )}	Class A Common Stock	21,714	$ 0	304,823	I	See Footnotes ^{( 10 )} ^{( 13 )}
Class C Common Stock	^{( 16 )}	08/24/2020		C			1,151,501	^{( 16 )}	^{( 16 )}	Class A Common Stock	1,151,501	$ 0	16,164,403	I	See Footnotes ^{( 11 )} ^{( 13 )}
Class C Common Stock	^{( 16 )}	08/24/2020		C			1,033,092	^{( 16 )}	^{( 16 )}	Class A Common Stock	1,033,092	$ 0	14,502,230	I	See Footnotes ^{( 12 )} ^{( 13 )}

**Reporting Owners**
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TA Atlantic & Pacific VII-B L.P. 200 CLARENDON STREET, 56TH FLOOR BOSTON, MA02116	X	X

**Signatures**
TA Atlantic & Pacific VII-B 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		08/24/2020
Signature of Reporting Person		Date

Explanation of Responses:

( 1 )Units of ZoomInfo Holdings LLC ("Opco"), which represent limited liability company units of Opco and a corresponding number of shares of Class B Common Stock of the Issuer, were exchanged on a one-for-one basis for shares of Class A Common Stock of the Issuer pursuant to the amended and restated limited liability company agreement of Opco.
( 2 )Securities are held by TA XI DO AIV, L.P. ("XI DO AIV").
( 3 )Securities are held by TA SDF III DO AIV, L.P. ("SDF III DO").
( 4 )Securities are held by TA Atlantic & Pacific VII-A, L.P. ("Atlantic & Pacific VII-A").
( 5 )Securities are held by TA Investors IV, L.P. ("Investors IV").
( 6 )Securities are held by TA SDF III DO AIV II, L.P. ("SDF III DO AIV II").
( 7 )Securities are held by TA XI DO AIV II, L.P. ("XI DO AIV II").
( 8 )Securities are held by TA AP VII-B DO Subsidiary Partnership, L.P. ("AP VII-B").
( 9 )Shares of the Issuer's Class C Common Stock were converted on a one-for-one basis for shares of Class A Common Stock of the Issuer.
( 10 )Securities are held by TA SDF III DO Feeder, L.P. ("SDF III Feeder").
( 11 )Securities are held by TA XI DO Feeder, L.P ("XI DO").
( 12 )Securities are held by TA Atlantic & Pacific VII-B, L.P. ("Atlantic & Pacific VII-B").
( 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.
( 14 )Units of 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 have 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.
( 15 )On June 3, 2020, in connection with the initial public offering ("IPO") of the Issuer's Class A Common Stock and prior to the effectiveness of the Issuer's registration under Section 12 of the Securities Exchange Act of 1934, the Issuer effected a series of reorganization transactions, as described in the Issuer's Registration Statement on Form S-1 (Registration No. 333-236674) (the "Registration Statement"), pursuant to which certain of the Reporting Persons received shares of Class C Common Stock and units of Opco.
( 16 )As described in 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.
( 17 )This transaction occurred prior to the effectiveness of the Issuer's registration under Section 12 of the Securities Exchange Act of 1934 and is being reported on Form 4 solely for purposes of compliance with Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended. The securities covered by such transaction were previously included on the Reporting Persons' Form 3.

Remarks:
Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, TA Associates, L.P., XI DO, SDF III Feeder, 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 have filed a separate Form 4.

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 4(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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Sec Form 4 Filing - TA Atlantic & Pacific VII-B L.P. @ ZoomInfo Technologies Inc. - 2020-06-03