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Share Name | Share Symbol | Market | Type |
---|---|---|---|
ZoomInfo Technologies Inc | NASDAQ:ZI | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.50 | 3.15% | 16.36 | 15.79 | 16.93 | 16.87 | 15.79 | 15.83 | 4,276,422 | 22:30:00 |
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).
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. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒ SEC USE ONLY 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. Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 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. 12,512,510 818,250 3,273,006 2,160,897 734,109 2,936,449 464,708 323,014 15,427 61,716 SHARED VOTING POWER None 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. 12,512,510 818,250 3,273,006 2,160,897 734,109 2,936,449 464,708 323,014 15,427 61,716 SHARED DISPOSITIVE POWER None 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. 12,512,510 818,250 3,273,006 2,160,897 734,109 2,936,449 464,708 323,014 15,427 61,716 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see
instructions) ☐ 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. 3.10% 0.20% 0.81% 0.54% 0.18% 0.73% 0.12% 0.08% 0.00% 0.02% TYPE OF REPORTING PERSON (see instructions) PN
Item 1. Name of Issuer ZoomInfo Technologies, Inc. Address of Issuers Principal Executive Offices 805 Broadway Street Suite 900 Vancouver WA 98660 United States
of America Item 2. 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. Address of the Principal Office or, if none, Residence c/o TA Associates, L.P. 200
Clarendon Street, 56th Floor Boston, MA 02116 Citizenship Not Applicable Title of Class of Securities Class A Common Stock CUSIP Number 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: 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. (a) (b) (c) 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 /S/ Jeffrey C. Hadden /S/ Jeffrey C. Hadden /S/ Jeffrey C. Hadden /S/ Jeffrey C. Hadden /S/ Jeffrey C. Hadden /S/ Jeffrey C. Hadden /S/ Jeffrey C. Hadden /S/ Jeffrey C. Hadden
/S/ Jeffrey C. Hadden /S/ Jeffrey C. Hadden
CUSIP No. 98980F104
13G
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
CUSIP No. 98980F104
13G
(a)
(b)
(a)
(b)
(c)
(d)
(e)
(a)
☐
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
☐
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
☐
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
☐
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
☐
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
☐
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
☐
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)
☐
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
☐
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);
(j)
☐
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
(k)
☐
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
CUSIP No. 98980F104
13G
Amount beneficially owned:
TA XI DO AIV, L.P.
12,512,510
TA XI DO AIV II, L.P.
818,250
TA XI DO Feeder, L.P.
3,273,006
TA Atlantic and Pacific VII-A, L.P.
2,160,897
TA AP VII-B DO Subsidiary Partnership, L.P.
734,109
TA Atlantic and Pacific VII-B, L.P.
2,936,449
TA Investors IV, L.P.
464,708
TA SDF III DO AIV, L.P.
323,014
TA SDF III DO AIV II, L.P.
15,427
TA SDF III DO Feeder, L.P.
61,716
Percent of class: 1
TA XI DO AIV, L.P.
3.10
%
TA XI DO AIV II, L.P.
0.20
%
TA XI DO Feeder, L.P.
0.81
%
TA Atlantic and Pacific VII-A, L.P.
0.54
%
TA AP VII-B DO Subsidiary Partnership, L.P.
0.18
%
TA Atlantic and Pacific VII-B, L.P.
0.73
%
TA Investors IV, L.P.
0.12
%
TA SDF III DO AIV, L.P.
0.08
%
TA SDF III DO AIV II, L.P.
0.00
%
TA SDF III DO Feeder, L.P.
0.02
%
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote.
TA XI DO AIV, L.P.
12,512,510
TA XI DO AIV II, L.P.
818,250
TA XI DO Feeder, L.P.
3,273,006
TA Atlantic and Pacific VII-A, L.P.
2,160,897
TA AP VII-B DO Subsidiary Partnership, L.P.
734,109
TA Atlantic and Pacific VII-B, L.P.
2,936,449
TA Investors IV, L.P.
464,708
TA SDF III DO AIV, L.P.
323,014
TA SDF III DO AIV II, L.P.
15,427
TA SDF III DO Feeder, L.P.
61,716
(ii)
Shared power to vote or to direct the vote.
None
(iii)
Sole power to dispose or to direct the disposition of.
TA XI DO AIV, L.P.
12,512,510
TA XI DO AIV II, L.P.
818,250
TA XI DO Feeder, L.P.
3,273,006
TA Atlantic and Pacific VII-A, L.P.
2,160,897
TA AP VII-B DO Subsidiary Partnership, L.P.
734,109
TA Atlantic and Pacific VII-B, L.P.
2,936,449
TA Investors IV, L.P.
464,708
TA SDF III DO AIV, L.P.
323,014
TA SDF III DO AIV II, L.P.
15,427
TA SDF III DO Feeder, L.P.
61,716
(iv)
Shared power to dispose or to direct the disposition of.
None
1
CUSIP No. 98980F104
13G
CUSIP No. 98980F104
13G
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:
Jeffrey C. Hadden, General Counsel
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:
Jeffrey C. Hadden, General Counsel
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:
Jeffrey C. Hadden, General Counsel
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:
Jeffrey C. Hadden, General Counsel
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:
Jeffrey C. Hadden, General Counsel
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:
Jeffrey C. Hadden, General Counsel
TA Investors IV, L.P.
By: TA Associates, L.P., its General Partner
By:
Jeffrey C. Hadden, General Counsel
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:
Jeffrey C. Hadden, General Counsel
CUSIP No. 98980F104
13G
TA SDF III DO AIV II, L.P.
By:
TA Associates SDF III GP, L.P., its General Partner
By:
TA Associates, L.P., its General Partner
By:
Jeffrey C. Hadden, General Counsel
TA SDF III DO Feeder, L.P.
By:
TA Associates SDF III GP, L.P., its General Partner
By:
TA Associates, L.P., its General Partner
By:
Jeffrey C. Hadden, General Counsel
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