UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
ZoomInfo
Technologies, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
98980F104
(CUSIP Number)
December 31, 2022
(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 persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on 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).
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1. |
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NAMES OF REPORTING PERSONS
TA XI DO AIV, L.P.
TA XI DO AIV II, L.P. TA
XI DO Feeder, L.P. TA Atlantic and Pacific VII-A, L.P.
TA AP VII-B DO Subsidiary Partnership, L.P.
TA Atlantic and Pacific VII-B, L.P.
TA Investors IV, L.P. TA
SDF III DO AIV, L.P. TA SDF III DO AIV II, L.P.
TA SDF III DO Feeder, L.P. |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☒
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3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
TA XI DO AIV, L.P.
TA XI DO AIV II, L.P. TA XI DO Feeder, L.P.
TA Atlantic and Pacific VII-A, L.P.
TA AP VII-B DO Subsidiary Partnership, L.P.
TA Atlantic and Pacific VII-B, L.P.
TA Investors IV, L.P. TA SDF III DO AIV, L.P.
TA SDF III DO AIV II, L.P. TA SDF III DO Feeder, L.P. |
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Delaware
Delaware Delaware
Delaware Delaware
Delaware Delaware
Delaware Delaware
Delaware |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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5. |
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SOLE VOTING POWER
TA XI DO AIV, L.P.
TA XI DO AIV II, L.P. TA XI DO Feeder, L.P.
TA Atlantic and Pacific VII-A, L.P.
TA AP VII-B DO Subsidiary Partnership, L.P.
TA Atlantic and Pacific VII-B, L.P.
TA Investors IV, L.P. TA SDF III DO AIV, L.P.
TA SDF III DO AIV II, L.P. TA SDF III DO Feeder, L.P. |
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12,512,510
818,250 3,273,006
2,160,897 734,109
2,936,449 464,708
323,014 15,427
61,716 |
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6. |
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SHARED VOTING POWER
None |
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7. |
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SOLE DISPOSITIVE POWER
TA XI DO AIV, L.P. TA XI DO AIV II, L.P.
TA XI DO Feeder, L.P. TA Atlantic and Pacific VII-A, L.P. TA AP VII-B DO Subsidiary Partnership, L.P.
TA Atlantic and Pacific VII-B, L.P.
TA Investors IV, L.P. TA SDF III DO AIV, L.P.
TA SDF III DO AIV II, L.P. TA SDF III DO Feeder, L.P. |
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12,512,510 818,250
3,273,006 2,160,897
734,109 2,936,449
464,708 323,014
15,427 61,716 |
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8. |
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SHARED DISPOSITIVE POWER
None |
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON TA XI DO AIV, L.P.
TA XI DO AIV II, L.P.
TA XI DO Feeder, L.P.
TA Atlantic and Pacific VII-A, L.P.
TA AP VII-B DO Subsidiary Partnership, L.P.
TA Atlantic and Pacific VII-B, L.P.
TA Investors IV, L.P.
TA SDF III DO AIV, L.P.
TA SDF III DO AIV II, L.P.
TA SDF III DO Feeder, L.P. |
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12,512,510 818,250
3,273,006 2,160,897
734,109 2,936,449
464,708 323,014
15,427 61,716 |
10. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see
instructions) ☐ |
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11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
TA XI DO AIV, L.P.
TA XI DO AIV II, L.P.
TA XI DO Feeder, L.P.
TA Atlantic and Pacific VII-A, L.P.
TA AP VII-B DO Subsidiary Partnership, L.P.
TA Atlantic and Pacific VII-B, L.P.
TA Investors IV, L.P.
TA SDF III DO AIV, L.P.
TA SDF III DO AIV II, L.P.
TA SDF III DO Feeder, L.P. |
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3.10%
0.20% 0.81%
0.54% 0.18%
0.73% 0.12%
0.08% 0.00%
0.02% |
12. |
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TYPE OF REPORTING PERSON (see instructions)
PN |
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Item 1.
ZoomInfo Technologies, Inc.
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(b) |
Address of Issuers Principal Executive Offices |
805 Broadway Street Suite 900
Vancouver WA 98660
United States
of America
Item 2.
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(a) |
Name of Person Filing |
TA XI DO AIV, L.P.
TA XI DO AIV
II, L.P.
TA XI DO Feeder, L.P.
TA Atlantic and Pacific VII-A, L.P.
TA AP VII-B DO Subsidiary Partnership, L.P.
TA Atlantic and Pacific VII-B, L.P.
TA Investors IV, L.P.
TA SDF III
DO AIV, L.P.
TA SDF III DO AIV II, L.P.
TA SDF III DO Feeder, L.P.
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(b) |
Address of the Principal Office or, if none, Residence |
c/o TA Associates, L.P.
200
Clarendon Street, 56th Floor
Boston, MA 02116
Not Applicable
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(d) |
Title of Class of Securities |
Class A Common Stock
98980F104
Item 3. If this
statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
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(k) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
Not Applicable
Item 4. Ownership.
Provide the following
information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a) |
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Amount beneficially owned: |
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TA XI DO AIV, L.P. |
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12,512,510 |
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TA XI DO AIV II, L.P. |
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818,250 |
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TA XI DO Feeder, L.P. |
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3,273,006 |
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TA Atlantic and Pacific VII-A, L.P. |
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2,160,897 |
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TA AP VII-B DO Subsidiary Partnership, L.P. |
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734,109 |
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TA Atlantic and Pacific VII-B, L.P. |
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2,936,449 |
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TA Investors IV, L.P. |
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464,708 |
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TA SDF III DO AIV, L.P. |
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323,014 |
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TA SDF III DO AIV II, L.P. |
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15,427 |
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TA SDF III DO Feeder, L.P. |
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61,716 |
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(b) |
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Percent of class: 1 |
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TA XI DO AIV, L.P. |
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3.10 |
% |
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TA XI DO AIV II, L.P. |
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0.20 |
% |
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TA XI DO Feeder, L.P. |
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0.81 |
% |
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TA Atlantic and Pacific VII-A, L.P. |
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0.54 |
% |
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TA AP VII-B DO Subsidiary Partnership, L.P. |
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0.18 |
% |
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TA Atlantic and Pacific VII-B, L.P. |
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0.73 |
% |
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TA Investors IV, L.P. |
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0.12 |
% |
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TA SDF III DO AIV, L.P. |
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0.08 |
% |
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TA SDF III DO AIV II, L.P. |
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0.00 |
% |
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TA SDF III DO Feeder, L.P. |
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0.02 |
% |
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(c) |
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Number of shares as to which the person has: |
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(i) |
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Sole power to vote or to direct the vote. |
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TA XI DO AIV, L.P. |
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12,512,510 |
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TA XI DO AIV II, L.P. |
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818,250 |
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TA XI DO Feeder, L.P. |
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3,273,006 |
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TA Atlantic and Pacific VII-A, L.P. |
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2,160,897 |
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TA AP VII-B DO Subsidiary Partnership, L.P. |
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734,109 |
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TA Atlantic and Pacific VII-B, L.P. |
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2,936,449 |
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TA Investors IV, L.P. |
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464,708 |
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TA SDF III DO AIV, L.P. |
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323,014 |
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TA SDF III DO AIV II, L.P. |
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15,427 |
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TA SDF III DO Feeder, L.P. |
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61,716 |
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(ii) |
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Shared power to vote or to direct the vote. |
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None |
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(iii) |
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Sole power to dispose or to direct the disposition of. |
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TA XI DO AIV, L.P. |
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12,512,510 |
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TA XI DO AIV II, L.P. |
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818,250 |
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TA XI DO Feeder, L.P. |
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3,273,006 |
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TA Atlantic and Pacific VII-A, L.P. |
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2,160,897 |
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TA AP VII-B DO Subsidiary Partnership, L.P. |
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734,109 |
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TA Atlantic and Pacific VII-B, L.P. |
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2,936,449 |
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TA Investors IV, L.P. |
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464,708 |
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TA SDF III DO AIV, L.P. |
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323,014 |
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TA SDF III DO AIV II, L.P. |
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15,427 |
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TA SDF III DO Feeder, L.P. |
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61,716 |
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(iv) |
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Shared power to dispose or to direct the disposition of. |
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None |
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1 |
The ownership information presented below represents beneficial ownership of Class A Common Stock of the issuer
as of the date of this filing, based upon 403,657,009 shares of Class A Common Stock outstanding as of October 21, 2022, as disclosed by the Issuers quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 1,
2022. |
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
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 that certain (i) Stockholders Agreement (the
Stockholders Agreement) dated as of June 3, 2020, among ZoomInfo Technologies Inc. (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 Proxy, each of the Reporting Persons on this Schedule 13G 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 for the Reporting Persons do[es]
not include any securities of the Issuer owned by the Other Parties, and each of the Reporting Persons disclaim beneficial ownership of the securities beneficially owned by the Other Parties.
Item 9. Notice of Dissolution of Group.
Not
Applicable
Item 10. Certification.
Not
Applicable
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.
Agreement for Joint Filing
TA XI DO AIV,
L.P., TA XI DO AIV II, L.P., TA XI DO Feeder, L.P., TA Atlantic and Pacific VII-A, L.P., TA AP VII-B DO Subsidiary Partnership, L.P., TA Atlantic and Pacific VII-B, L.P., TA Investors IV, L.P., TA SDF III DO AIV, L.P., TA SDF III DO AIV II, L.P., and TA SDF III DO Feeder, L.P. hereby agree to submit a joint schedule 13G with the Securities and Exchange Commission
concerning their beneficial ownership of ZoomInfo Technologies, Inc.
Dated: February 14, 2023
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TA XI DO AIV, L.P. |
By: TA Associates XI GP, L.P., its General Partner |
By: TA Associates, L.P., its General Partner |
By: |
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/S/ Jeffrey C. Hadden |
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Jeffrey C. Hadden, General Counsel |
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TA XI DO AIV II, L.P. |
By: TA Associates XI GP, L.P., its General Partner |
By: TA Associates, L.P., its General Partner |
By: |
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/S/ Jeffrey C. Hadden |
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Jeffrey C. Hadden, General Counsel |
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TA XI DO Feeder, L.P. |
By: TA Associates XI GP, L.P., its General Partner |
By: TA Associates, L.P., its General Partner |
By: |
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/S/ Jeffrey C. Hadden |
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Jeffrey C. Hadden, General Counsel |
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TA Atlantic and Pacific VII-A, L.P. |
By: TA Associates AP VII GP, L.P., its General Partner |
By: TA Associates, L.P., its General Partner |
By: |
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/S/ Jeffrey C. Hadden |
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Jeffrey C. Hadden, General Counsel |
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TA AP VII-B DO Subsidiary Partnership, L.P. |
By: TA Associates AP VII GP, L.P., its General Partner |
By: TA Associates, L.P., its General Partner |
By: |
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/S/ Jeffrey C. Hadden |
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Jeffrey C. Hadden, General Counsel |
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TA Atlantic and 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: |
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/S/ Jeffrey C. Hadden |
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Jeffrey C. Hadden, General Counsel |
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TA Investors IV, L.P. |
By: TA Associates, L.P., its General Partner |
By: |
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/S/ Jeffrey C. Hadden |
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Jeffrey C. Hadden, General Counsel |
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TA SDF III DO AIV, L.P. |
By: TA Associates SDF III GP, L.P., its General Partner |
By: TA Associates, L.P., its General Partner |
By: |
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/S/ Jeffrey C. Hadden |
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Jeffrey C. Hadden, General Counsel |
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TA SDF III DO AIV II, L.P. |
By: |
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TA Associates SDF III GP, L.P., its General Partner |
By: |
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TA Associates, L.P., its General Partner |
By: |
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/S/ Jeffrey C. Hadden |
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Jeffrey C. Hadden, General Counsel |
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TA SDF III DO Feeder, L.P. |
By: |
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TA Associates SDF III GP, L.P., its General Partner |
By: |
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TA Associates, L.P., its General Partner |
By: |
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/S/ Jeffrey C. Hadden |
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Jeffrey C. Hadden, General Counsel |
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