SEC Form 4
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).
  
 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*
Schuck Henry
(Last) (First) (Middle)
C/O ZOOMINFO TECHNOLOGIES INC.,
805 BROADWAY STREET, SUITE 900
(Street)
VANCOUVER, WA 98660
(City) (State) (Zip)
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 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/29/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 10,288,001 D
Common Stock 237,376(1) I By Trust
Common Stock 5,803,333 I See Footnote(2)
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 (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 (3) 05/29/2024 A 220,589 (4) (4) Common Stock 220,589 $0 220,589 D
Performance Restricted Stock Units (5) 05/29/2024 A 294,118 (6) (6) Common Stock 294,118 $0 294,118 D
Explanation of Responses:
1. This total corrects the total number of shares beneficially owned, which was incorrectly reported in the Reporting Person's Form 4 reports previously filed on February 8, 2023 and June 16, 2023.
2. Reflects the Reporting Person's proportionate pecuniary interest in the securities held directly by DO Holdings (WA), LLC.
3. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
4. The Reporting Person received an original grant of 220,589 restricted stock units, which vests as follows: (a) 25% will vest on April 1, 2025; and (b) the remainder of the award will vest in equal quarterly installments during the 36 months following April 1, 2025.
5. Each performance restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.
6. The Reporting Person received an original grant of 294,118 performance restricted stock units, which vests in equal amounts upon the achievement of four targets relating to the Issuer's stock price and the continued service of the Reporting Person through each applicable vesting date, as follows: (a) 25% will vest upon the achievement of the first stock price target so long as the Reporting Person has remained in continuous service through January 1, 2025; (b) 25% will vest upon the achievement of the second stock price target so long as the Reporting Person has remained in continuous service through October 1, 2025; (c) 25% will vest upon the achievement of the third stock price target so long as the Reporting Person has remained in continuous service through July 1, 2026; and (d) the remaining 25% will vest upon the achievement of the fourth stock price target so long as the Reporting Person has remained in continuous service through April 1, 2027.
Remarks:
/s/ Ashley McGrane, as Attorney-in-Fact 05/31/2024
** 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.
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