General Counsel and Corp Sec Mcgrane Ashley converted options into 1,317 shares, covered exercise/tax liability with 388 shares and sold $50,483 worth of shares (5,270 units at $9.58), decreasing direct ownership by 19% to 19,121 units (SEC Form 4)
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Computer Software: Prepackaged Software
Technology
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ZoomInfo Technologies Inc. [ GTM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/30/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/01/2025 | M(1) | 959 | A | (1) | 24,421 | D | |||
| Common Stock | 06/01/2025 | M(1) | 206 | A | (1) | 24,627 | D | |||
| Common Stock | 06/01/2025 | M(2) | 152 | A | (2) | 24,779 | D | |||
| Common Stock | 06/01/2025 | F(3) | 343 | D | $9.55 | 24,436 | D | |||
| Common Stock | 06/01/2025 | F(4) | 45 | D | $9.55 | 24,391 | D | |||
| Common Stock | 06/02/2025 | S(5) | 4,698 | D | $9.5632(6) | 19,693 | D | |||
| Common Stock | 06/03/2025 | S(5) | 572 | D | $9.7111(7) | 19,121 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 05/30/2025 | A | 100,000 | (8) | (8) | Common Stock | 100,000 | $0 | 100,000 | D | ||||
| Restricted Stock Units | (1) | 06/01/2025 | M(1) | 959 | (9) | (9) | Common Stock | 959 | $0 | 959 | D | ||||
| Restricted Stock Units | (1) | 06/01/2025 | M(1) | 206 | (10) | (10) | Common Stock | 206 | $0 | 1,053 | D | ||||
| HSKB Phantom Units | (2) | 06/01/2025 | M(2) | 152 | (11) | (11) | Common Stock | 152 | $0 | 304 | D | ||||
| Explanation of Responses: |
| 1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock. |
| 2. Reflects Phantom Units of HSKB Funds II, LLC ("HSKB Phantom Units") that upon vesting settled into shares of Common Stock on a one-for-one basis. |
| 3. Reflects shares withheld to cover the Reporting Person's tax liability in connection with the vesting of the restricted stock units reported herein. |
| 4. Reflects shares withheld to cover the Reporting Person's tax liability in connection with the vesting of the HSKB Phantom Units reported herein. |
| 5. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan. |
| 6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $9.51 to $9.63, 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. |
| 7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $9.65 to $9.75, 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. |
| 8. The Reporting Person received an original grant of 100,000 restricted stock units, which vests as follows: (a) 33% on April 1, 2026; and (b) the remainder of the award in equal quarterly installments during the 24 months following April 1, 2026. |
| 9. The Reporting Person received an original grant of restricted stock units on September 1, 2021, which vest in equal quarterly installments during the 9 months following December 1, 2024. |
| 10. The Reporting Person received an original grant of restricted stock units on September 1, 2022, which vest in equal quarterly installments during the 21 months following December 1, 2024. |
| 11. The Reporting Person received an original grant of HSKB Phantom Units on December 1, 2021, which vest in equal quarterly installments during the 12 months following December 1, 2024. |
| Remarks: |
| /s/ Meredith Weisshaar, as Attorney-in-Fact | 06/03/2025 | |
| ** 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 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. | ||