United
states
Securities
and Exchange Commission
Washington,
D.C. 20549
Schedule
13G
(Rule
13d-102)
Information
to be Included in Statements Filed Pursuant
to
§ 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant
to § 240.13d-2
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 4)*
ZoomInfo
Technologies Inc.
(Name
of Issuer)
Common
Stock, par value $0.01
(Title
of Class of Securities)
98980F104
(CUSIP
Number)
September
30, 2024
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ |
Rule
13d-1(b) |
| ☐ |
Rule
13d-1(c) |
| ☒ |
Rule
13d-1(d) |
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
| CUSIP
No. 98980F104 |
Schedule
13G |
Page
1 of 26 |
| 1 |
Names
of Reporting Persons
The
Carlyle Group Inc. |
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☒
|
| 3 |
SEC
Use Only
|
| 4 |
Citizenship
or Place of Organization
Delaware |
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With |
5 |
Sole
Voting Power
0 |
| 6 |
Shared
Voting Power
11,665,307 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
11,665,307 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
11,665,307 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
3.2% |
| 12 |
Type
of Reporting Person
CO |
| CUSIP
No. 98980F104 |
Schedule
13G |
Page
2 of 26 |
| 1 |
Names
of Reporting Persons
Carlyle
Holdings I GP Inc. |
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☒
|
| 3 |
SEC
Use Only
|
| 4 |
Citizenship
or Place of Organization
Delaware |
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With |
5 |
Sole
Voting Power
0 |
| 6 |
Shared
Voting Power
11,665,307 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
11,665,307 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
11,665,307 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
3.2% |
| 12 |
Type
of Reporting Person
CO |
| CUSIP
No. 98980F104 |
Schedule
13G |
Page
3 of 26 |
| 1 |
Names
of Reporting Persons
Carlyle
Holdings I GP Sub L.L.C. |
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☒
|
| 3 |
SEC
Use Only
|
| 4 |
Citizenship
or Place of Organization
Delaware |
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With |
5 |
Sole
Voting Power
0 |
| 6 |
Shared
Voting Power
11,665,307 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
11,665,307 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
11,665,307 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
3.2% |
| 12 |
Type
of Reporting Person
OO
(Limited Liability Company) |
| CUSIP
No. 98980F104 |
Schedule
13G |
Page
4 of 26 |
| 1 |
Names
of Reporting Persons
Carlyle
Holdings I L.P. |
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☒
|
| 3 |
SEC
Use Only
|
| 4 |
Citizenship
or Place of Organization
Delaware |
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With |
5 |
Sole
Voting Power
0 |
| 6 |
Shared
Voting Power
11,665,307 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
11,665,307 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
11,665,307 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
3.2% |
| 12 |
Type
of Reporting Person
PN |
| CUSIP
No. 98980F104 |
Schedule
13G |
Page
5 of 26 |
| 1 |
Names
of Reporting Persons
CG
Subsidiary Holdings L.L.C. |
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☒
|
| 3 |
SEC
Use Only
|
| 4 |
Citizenship
or Place of Organization
Delaware |
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With |
5 |
Sole
Voting Power
0 |
| 6 |
Shared
Voting Power
11,665,307 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
11,665,307 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
11,665,307 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
3.2% |
| 12 |
Type
of Reporting Person
OO
(Limited Liability Company) |
| CUSIP
No. 98980F104 |
Schedule
13G |
Page
6 of 26 |
| 1 |
Names
of Reporting Persons
TC
Group, L.L.C. |
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☒
|
| 3 |
SEC
Use Only
|
| 4 |
Citizenship
or Place of Organization
Delaware |
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With |
5 |
Sole
Voting Power
0 |
| 6 |
Shared
Voting Power
11,665,307 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
11,665,307 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
11,665,307 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
3.2% |
| 12 |
Type
of Reporting Person
OO
(Limited Liability Company) |
| CUSIP
No. 98980F104 |
Schedule
13G |
Page
7 of 26 |
| 1 |
Names
of Reporting Persons
TC Group
Sub L.P.
|
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☒
|
| 3 |
SEC
Use Only
|
| 4 |
Citizenship
or Place of Organization
Delaware |
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With |
5 |
Sole
Voting Power
0 |
| 6 |
Shared
Voting Power
11,665,307 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
11,665,307 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
11,665,307 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
3.2% |
| 12 |
Type
of Reporting Person
PN |
| CUSIP
No. 98980F104 |
Schedule
13G |
Page
8 of 26 |
| 1 |
Names
of Reporting Persons
TC Group
VI S1, L.L.C.
|
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☒
|
| 3 |
SEC
Use Only
|
| 4 |
Citizenship
or Place of Organization
Delaware |
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With |
5 |
Sole
Voting Power
0 |
| 6 |
Shared
Voting Power
11,665,307 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
11,665,307 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
11,665,307 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
3.2% |
| 12 |
Type
of Reporting Person
OO
(Limited Liability Company) |
| CUSIP
No. 98980F104 |
Schedule
13G |
Page
9 of 26 |
| 1 |
Names
of Reporting Persons
TC Group
VI S1, L.P.
|
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☒
|
| 3 |
SEC
Use Only
|
| 4 |
Citizenship
or Place of Organization
Delaware |
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With |
5 |
Sole
Voting Power
0 |
| 6 |
Shared
Voting Power
11,665,307 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
11,665,307 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
11,665,307 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
3.2% |
| 12 |
Type
of Reporting Person
PN |
| CUSIP
No. 98980F104 |
Schedule
13G |
Page
10 of 26 |
| 1 |
Names
of Reporting Persons
Carlyle
Partners VI Evergreen Holdings, L.P.
|
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☒
|
| 3 |
SEC
Use Only
|
| 4 |
Citizenship
or Place of Organization
Delaware |
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With |
5 |
Sole
Voting Power
0 |
| 6 |
Shared
Voting Power
5,816,470 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
5,816,470 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
5,816,470 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
1.6% |
| 12 |
Type
of Reporting Person
PN |
| CUSIP
No. 98980F104 |
Schedule
13G |
Page
11 of 26 |
| 1 |
Names
of Reporting Persons
CP
VI Evergreen Holdings, L.P. |
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☒
|
| 3 |
SEC
Use Only
|
| 4 |
Citizenship
or Place of Organization
Delaware |
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With |
5 |
Sole
Voting Power
0 |
| 6 |
Shared
Voting Power
5,848,837 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
5,848,837 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
5,848,837 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
1.6% |
| 12 |
Type
of Reporting Person
PN |
| CUSIP
No. 98980F104 |
Schedule
13G |
Page
12 of 26 |
| 1 |
Names
of Reporting Persons
Carlyle
Holdings II GP L.L.C. |
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☒
|
| 3 |
SEC
Use Only
|
| 4 |
Citizenship
or Place of Organization
Delaware |
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With |
5 |
Sole
Voting Power
0 |
| 6 |
Shared
Voting Power
0 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
0 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
0.0% |
| 12 |
Type
of Reporting Person
OO
(Limited Liability Company) |
| CUSIP
No. 98980F104 |
Schedule
13G |
Page
13 of 26 |
| 1 |
Names
of Reporting Persons
Carlyle
Holdings II L.L.C.
|
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☒
|
| 3 |
SEC
Use Only
|
| 4 |
Citizenship
or Place of Organization
Delaware |
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With |
5 |
Sole
Voting Power
0 |
| 6 |
Shared
Voting Power
0 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
0 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
0.0% |
| 12 |
Type
of Reporting Person
OO
(Limited Liability Company) |
| CUSIP
No. 98980F104 |
Schedule
13G |
Page
14 of 26 |
| 1 |
Names
of Reporting Persons
TC Group
Cayman Investment Holdings, L.P.
|
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☒
|
| 3 |
SEC
Use Only
|
| 4 |
Citizenship
or Place of Organization
Cayman
Islands
|
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With |
5 |
Sole
Voting Power
0 |
| 6 |
Shared
Voting Power
0 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
0 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
0.0% |
| 12 |
Type
of Reporting Person
PN |
| CUSIP
No. 98980F104 |
Schedule
13G |
Page
15 of 26 |
| 1 |
Names
of Reporting Persons
TC Group
Cayman Investment Holdings Sub L.P.
|
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☒
|
| 3 |
SEC
Use Only
|
| 4 |
Citizenship
or Place of Organization
Cayman
Islands |
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With |
5 |
Sole
Voting Power
0 |
| 6 |
Shared
Voting Power
0 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
0 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
0.0% |
| 12 |
Type
of Reporting Person
PN |
| CUSIP
No. 98980F104 |
Schedule
13G |
Page
16 of 26 |
| 1 |
Names
of Reporting Persons
TC Group
VI, L.L.C.
|
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☒
|
| 3 |
SEC
Use Only
|
| 4 |
Citizenship
or Place of Organization
Delaware |
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With |
5 |
Sole
Voting Power
0 |
| 6 |
Shared
Voting Power
0 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
0 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
0.0% |
| 12 |
Type
of Reporting Person
OO
(Limited Liability Company) |
| CUSIP
No. 98980F104 |
Schedule
13G |
Page
17 of 26 |
| 1 |
Names
of Reporting Persons
TC Group
VI, L.P.
|
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☒
|
| 3 |
SEC
Use Only
|
| 4 |
Citizenship
or Place of Organization
Delaware |
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With |
5 |
Sole
Voting Power
0 |
| 6 |
Shared
Voting Power
0 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
0 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
0.0% |
| 12 |
Type
of Reporting Person
PN |
| CUSIP
No. 98980F104 |
Schedule
13G |
Page
18 of 26 |
| 1 |
Names
of Reporting Persons
Flex
Credit Acquisition Company LLC |
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☒
|
| 3 |
SEC
Use Only
|
| 4 |
Citizenship
or Place of Organization
Delaware |
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With |
5 |
Sole
Voting Power
0 |
| 6 |
Shared
Voting Power
0 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
0 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
0.0% |
| 12 |
Type
of Reporting Person
OO
(Limited Liability Company) |
| CUSIP
No. 98980F104 |
Schedule
13G |
Page
19 of 26 |
| 1 |
Names
of Reporting Persons
CP Cayman
Opportunities Holdings, L.P.
|
| 2 |
Check
the Appropriate Box if a Member of a Group |
(a)
☐
(b)
☒
|
| 3 |
SEC
Use Only
|
| 4 |
Citizenship
or Place of Organization
Cayman
Islands |
Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With |
5 |
Sole
Voting Power
0 |
| 6 |
Shared
Voting Power
0 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
0 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
0.0% |
| 12 |
Type
of Reporting Person
PN |
| CUSIP
No. 98980F104 |
Schedule
13G |
Page
20 of 26 |
| ITEM
1. |
(a) |
Name
of Issuer: |
ZoomInfo
Technologies Inc. (the “Issuer”)
| |
(b) |
Address
of Issuer’s Principal Executive Offices: |
805
Broadway Street, Suite 900, Vancouver, WA 98660.
| ITEM
2. |
(a) |
Name
of Person Filing: |
Each
of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting
Persons.” This statement is filed on behalf of:
The
Carlyle Group Inc.
Carlyle
Holdings I GP Inc.
Carlyle
Holdings I GP Sub L.L.C.
Carlyle
Holdings I L.P.
CG
Subsidiary Holdings L.L.C.
TC
Group, L.L.C.
TC
Group Sub L.P.
TC
Group VI S1, L.L.C.
TC
Group VI S1, L.P.
Carlyle
Partners VI Evergreen Holdings, L.P. (“Carlyle Evergreen”)
CP
VI Evergreen Holdings, L.P. (“CP VI Evergreen”)
Carlyle
Holdings II GP L.L.C.
Carlyle
Holdings II L.L.C.
TC
Group Cayman Investment Holdings, L.P.
TC
Group Cayman Investment Holdings Sub L.P.
TC
Group VI, L.L.C.
TC
Group VI, L.P.
Flex
Credit Acquisition Company LLC
CP
Cayman Opportunities Holdings, L.P. (“CP Cayman Opportunities”)
| |
(b) |
Address
or Principal Business Office: |
The
principal business office address for each of TC Group Cayman Investment Holdings, L.P., TC Group Cayman Investment Holdings Sub L.P.
and CP Cayman Opportunities is c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008. The principal business
office address for each of the remaining Reporting Persons is c/o The Carlyle Group Inc., 1001 Pennsylvania Avenue NW, Suite 220 South,
Washington, DC 20004-2505.
| |
(c) |
Citizenship
of each Reporting Person is: |
Each
of TC Group Cayman Investment Holdings, L.P., TC Group Cayman Investment Holdings Sub L.P. and CP Cayman Opportunities is organized under
the laws of the Cayman Islands. Each of the remaining Reporting Persons is organized under the laws of the State of Delaware.
| |
(d) |
Title
of Class of Securities: |
Common
stock, par value $0.01 per share (“Common Stock”).
98980F104
Not
applicable.
| CUSIP
No. 98980F104 |
Schedule
13G |
Page
21 of 26 |
(a-c)
The
ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of September 30, 2024, based upon
365,279,985 shares of Common Stock outstanding as of July 31, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission on August 6, 2024.
| Reporting
Person | |
Amount beneficially owned | | |
Percent of
class: | | |
Sole
power to vote or to direct the vote: | | |
Shared
power to vote or to direct the vote: | | |
Sole
power to dispose or to direct the disposition of: | | |
Shared power
to dispose
or to
direct the disposition of: | |
| The Carlyle Group Inc. | |
| 11,665,307 | | |
| 3.2 | % | |
| 0 | | |
| 11,665,307 | | |
| 0 | | |
| 11,665,307 | |
| Carlyle Holdings I GP Inc. | |
| 11,665,307 | | |
| 3.2 | % | |
| 0 | | |
| 11,665,307 | | |
| 0 | | |
| 11,665,307 | |
| Carlyle Holdings I GP Sub L.L.C. | |
| 11,665,307 | | |
| 3.2 | % | |
| 0 | | |
| 11,665,307 | | |
| 0 | | |
| 11,665,307 | |
| Carlyle Holdings I L.P. | |
| 11,665,307 | | |
| 3.2 | % | |
| 0 | | |
| 11,665,307 | | |
| 0 | | |
| 11,665,307 | |
| CG Subsidiary Holdings L.L.C. | |
| 11,665,307 | | |
| 3.2 | % | |
| 0 | | |
| 11,665,307 | | |
| 0 | | |
| 11,665,307 | |
| TC Group, L.L.C. | |
| 11,665,307 | | |
| 3.2 | % | |
| 0 | | |
| 11,665,307 | | |
| 0 | | |
| 11,665,307 | |
| TC Group Sub L.P. | |
| 11,665,307 | | |
| 3.2 | % | |
| 0 | | |
| 11,665,307 | | |
| 0 | | |
| 11,665,307 | |
| TC Group VI S1, L.L.C. | |
| 11,665,307 | | |
| 3.2 | % | |
| 0 | | |
| 11,665,307 | | |
| 0 | | |
| 11,665,307 | |
| TC Group VI S1, L.P. | |
| 11,665,307 | | |
| 3.2 | % | |
| 0 | | |
| 11,665,307 | | |
| 0 | | |
| 11,665,307 | |
| Carlyle Partners VI Evergreen Holdings, L.P. | |
| 5,816,470 | | |
| 1.6 | % | |
| 0 | | |
| 5,816,470 | | |
| 0 | | |
| 5,816,470 | |
| CP VI Evergreen Holdings, L.P. | |
| 5,848,837 | | |
| 1.6 | % | |
| 0 | | |
| 5,848,837 | | |
| 0 | | |
| 5,848,837 | |
| Carlyle Holdings II GP L.L.C. | |
| 0 | | |
| 0.0 | % | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| Carlyle Holdings II L.L.C. | |
| 0 | | |
| 0.0 | % | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| TC Group Cayman Investment Holdings, L.P. | |
| 0 | | |
| 0.0 | % | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| TC Group Cayman Investment Holdings Sub L.P. | |
| 0 | | |
| 0.0 | % | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| TC Group VI, L.L.C. | |
| 0 | | |
| 0.0 | % | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| TC Group VI, L.P. | |
| 0 | | |
| 0.0 | % | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| Flex Credit Acquisition Company LLC | |
| 0 | | |
| 0.0 | % | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| CP Cayman Opportunities Holdings, L.P. | |
| 0 | | |
| 0.0 | % | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
Carlyle
Evergreen is the record holder of 5,816,470 shares of Common Stock and CP VI Evergreen is the record holder of 5,848,837
shares of Common Stock. CP Cayman Opportunities no longer holds any shares of Common Stock.
The
Carlyle Group Inc., which is a publicly traded entity listed on Nasdaq, is the sole shareholder of Carlyle Holdings I GP Inc., which
is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect
to the securities held of record by Carlyle Evergreen and CP VI Evergreen, is the managing member of CG Subsidiary Holdings L.L.C., which
is the managing member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the managing member of TC Group
VI S1, L.L.C., which is the general partner of TC Group VI S1, L.P., which is the general partner of Carlyle Evergreen and CP VI Evergreen.
Accordingly, each of these entities may be deemed to share beneficial ownership of the securities held of record by Carlyle Evergreen
and CP VI Evergreen. Each of them disclaims beneficial ownership of such securities.
| CUSIP
No. 98980F104 |
Schedule
13G |
Page
22 of 26 |
The
Carlyle Group Inc. is also the sole member of Carlyle Holdings II GP L.L.C., which is the managing member of Carlyle Holdings II L.L.C.,
which, with respect to the securities held of record by CP Cayman Opportunities, is the managing member of CG Subsidiary Holdings L.L.C.,
which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment
Holdings Sub L.P., which is the sole member of TC Group VI, L.L.C., which is the general partner of TC Group VI, L.P., which is the managing
member of Flex Credit Acquisition Company LLC, which is the general partner of CP Cayman Opportunities. Accordingly, each of these entities
may be deemed to share beneficial ownership of the shares of Common Stock held of record by CP Cayman Opportunities. Each of them disclaims
beneficial ownership of such securities.
| ITEM
5. |
Ownership
of Five Percent or Less of a Class. |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owners
of more than five percent of the class of securities, check the following: ☒
| ITEM
6. | Ownership
of More than Five Percent on Behalf of Another Person. |
Not
applicable.
| ITEM
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not
applicable.
| ITEM
8. | Identification
and Classification of Members of the Group. |
The
Reporting Persons are a party to (i) that certain Stockholders Agreement (the “Stockholders Agreement”) dated as of June
3, 2020, among the Issuer, the TA Stockholders (as defined therein), the Carlyle Stockholders (as defined therein) and the Founder Stockholders
(as defined therein and which initially includes DO Holdings (WA), LLC, HSKB Funds, LLC, and HSKB Funds II, LLC) and (ii) the Irrevocable
Proxy (the “Irrevocable Proxy”) dated as of June 3, 2020, among the TA Stockholders, the Carlyle Stockholders, the Founder
Stockholders and 22C (as defined therein, and together with the TA Stockholders, the Carlyle Stockholders and the Founder Stockholders,
the “Other Parties”).
By
virtue of being a party to the Stockholders Agreement and the Irrevocable Proxy, each of the Reporting Persons may be deemed to be members
of a “group,” as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended, with the Other Parties. The share
ownership reported on this Schedule 13G for the Reporting Persons does not include any securities of the Issuer owned by the Other Parties,
and each of the Reporting Persons disclaims beneficial ownership of the securities beneficially owned by the Other Parties.
| ITEM
9. | Notice
of Dissolution of Group. |
Not
applicable.
Not
applicable.
| CUSIP
No. 98980F104 |
Schedule
13G |
Page
23 of 26 |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date:
November 14, 2024
| |
The
Carlyle Group Inc. |
| |
|
|
| |
By: |
/s/
Anne Frederick, attorney-in-fact |
| |
Name: |
John
C. Redett |
| |
Title:
|
Chief
Financial Officer |
| |
|
|
| |
Carlyle
Holdings I GP Inc. |
| |
|
|
| |
By: |
/s/
Anne Frederick, attorney-in-fact |
| |
Name: |
John
C. Redett |
| |
Title:
|
Managing
Director and Chief Financial Officer |
| |
|
|
| |
Carlyle
Holdings I GP Sub L.L.C. |
| |
|
| |
By:
|
Carlyle
Holdings I GP Inc., its sole member |
| |
|
|
| |
By: |
/s/
Anne Frederick, attorney-in-fact |
| |
Name: |
John
C. Redett |
| |
Title:
|
Managing
Director and Chief Financial Officer |
| |
|
|
| |
Carlyle
Holdings I L.P. |
| |
|
|
| |
By: |
/s/
Anne Frederick, attorney-in-fact |
| |
Name: |
John
C. Redett |
| |
Title:
|
Managing
Director |
| |
|
|
| |
CG
Subsidiary Holdings L.L.C. |
| |
|
|
| |
By: |
/s/
Anne Frederick, attorney-in-fact |
| |
Name: |
John
C. Redett |
| |
Title:
|
Managing
Director |
| |
|
|
| |
TC
Group, L.L.C. |
| |
|
|
| |
By: |
/s/
Anne Frederick, attorney-in-fact |
| |
Name: |
John
C. Redett |
| |
Title:
|
Managing
Director |
| CUSIP
No. 98980F104 |
Schedule
13G |
Page
24 of 26 |
| |
TC
Group Sub L.P. |
| |
|
| |
By:
|
TC
Group, L.L.C., its general partner |
| |
|
|
| |
By: |
/s/
Anne Frederick, attorney-in-fact |
| |
Name: |
John
C. Redett |
| |
Title:
|
Managing
Director |
| |
|
|
| |
TC
Group VI S1, L.L.C. |
| |
|
|
| |
By: |
/s/
Jeremy Anderson |
| |
Name: |
Jeremy
Anderson |
| |
Title: |
Vice
President |
| |
|
|
| |
TC
Group VI S1, L.P. |
| |
|
|
| |
By: |
/s/
Jeremy Anderson |
| |
Name: |
Jeremy
Anderson |
| |
Title: |
Vice
President |
| |
|
|
| |
Carlyle
Partners VI Evergreen Holdings, L.P. |
| |
|
| |
By:
|
TC
Group VI S1, L.P., its general partner |
| |
|
|
| |
By: |
/s/
Jeremy W. Anderson |
| |
Name: |
Jeremy
W. Anderson |
| |
Title:
|
Vice
President |
| |
|
|
| |
CP
VI Evergreen Holdings, L.P. |
| |
|
| |
By:
|
TC
Group VI S1, L.P., its general partner |
| |
|
|
| |
By: |
/s/
Jeremy W. Anderson |
| |
Name: |
Jeremy
W. Anderson |
| |
Title:
|
Vice
President |
| |
|
|
| |
Carlyle
Holdings II GP L.L.C. |
| |
|
| |
By:
|
The
Carlyle Group Inc., its sole member |
| |
|
|
| |
By: |
/s/
Anne Frederick, attorney-in-fact |
| |
Name: |
John
C. Redett |
| |
Title:
|
Chief
Financial Officer |
| |
|
|
| |
Carlyle
Holdings II L.L.C. |
| |
|
|
| |
By: |
/s/
Anne Frederick, attorney-in-fact |
| |
Name: |
John
C. Redett |
| |
Title:
|
Managing
Director |
| CUSIP No.
98980F104 |
Schedule
13G |
Page
25 of 26 |
| |
TC
Group Cayman Investment Holdings, L.P. |
| |
|
|
| |
By:
|
CG
Subsidiary Holdings L.L.C., its general partner |
| |
|
|
| |
By: |
/s/
Anne Frederick, attorney-in-fact |
| |
Name: |
John
C. Redett |
| |
Title:
|
Managing
Director |
| |
|
|
| |
TC
Group Cayman Investment Holdings Sub L.P. |
| |
|
| |
By:
|
TC
Group Cayman Investment Holdings, L.P., its general partner |
| |
|
|
| |
By:
|
CG
Subsidiary Holdings L.L.C., its general partner |
| |
|
|
| |
By: |
/s/
Anne Frederick, attorney-in-fact |
| |
Name: |
John
C. Redett |
| |
Title:
|
Managing
Director |
| |
|
|
| |
TC
Group VI,
L.L.C. |
| |
|
|
| |
By: |
/s/
Jeremy W. Anderson |
| |
Name: |
Jeremy
W. Anderson |
| |
Title:
|
Vice
President |
| |
|
|
| |
TC
Group VI,
L.P. |
| |
|
| |
By: |
TC
Group VI, LLC, its general partner |
| |
|
|
| |
By: |
/s/
Jeremy W. Anderson |
| |
Name: |
Jeremy
W. Anderson |
| |
Title:
|
Vice
President |
| |
|
|
| |
Flex
Credit Acquisition Company LLC |
| |
|
|
| |
By: |
/s/
Jeremy W. Anderson |
| |
Name: |
Jeremy
W. Anderson |
| |
Title:
|
Vice
President |
| |
|
|
| |
CP
Cayman Opportunities Holdings, L.P. |
| |
|
|
| |
By:
|
Flex
Credit Acquisition Company LLC, its general partner |
| |
|
|
| |
By: |
/s/
Jeremy W. Anderson |
| |
Name: |
Jeremy
W. Anderson |
| |
Title:
|
Vice
President |
| CUSIP
No. 98980F104 |
Schedule
13G |
Page
26 of 26 |
LIST
OF EXHIBITS
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