Sec Form 13G Filing - Schuck Henry filing for ZoomInfo Technologies Inc. (ZI) - 2021-02-16

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.

NAMES OF REPORTING PERSONS

Schuck Henry

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☐        (b)  ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Washington

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

11,831,112 ⁽¹⁾

SHARED VOTING POWER

58,647,878 ⁽²⁾

SOLE DISPOSITIVE POWER

11,831,112⁽¹⁾

SHARED DISPOSITIVE POWER

58,647,878 ⁽²⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

70,478,990

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

45.7% ⁽³⁾

TYPE OF REPORTING PERSON (See Instructions)

IN

Consists of (i) 798,968 shares of Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), of ZoomInfo Technologies Inc. (the “Issuer”) held directly by Henry Schuck, (ii) an additional 1,289,820 shares of Class A Common Stock issuable upon conversion of Class P limited liability company units (the “Class P Units”) of ZoomInfo Holdings LLC (“OpCo”) held by Mr. Schuck (which are profits interests that are economically similar to a stock settled stock option and are exchangeable, at the holder’s election, into a number of shares of the Class A Common Stock equal in value to the “spread value” represented by the excess of the value of shares of Class A Common Stock at the time of exchange above the “distribution threshold” associated with the Class P Units, multiplied by the number of Class P Units being exchanged) that are currently vested or that vest within 60 days (where the number of shares of Class A Common Stock into which the Class P Units may be converted is calculated based on the closing price of Class A Stock of $48.23 per share reported on the Nasdaq Stock Market on December 31, 2020), (iii) an additional 6,963,514 shares of Class A Common Stock issuable with respect to limited liability company units of OpCo (“OpCo Units”) and an equal number of shares of Class B Common Stock, par value $0.01 per share (the Class B Common Stock”) of the Issuer (which have no economic value and have ten votes per share), held directly by HSKB Funds, LLC (which Opco Units and Class B Common Stock together

Consists of shares of Class A Common Stock issuable upon conversion of OpCo Units (and associated shares of Class B Stock) held directly by DO Holdings (WA), LLC (“DO Holdings”). DO Holdings is owned by Henry Schuck and Kirk Norman Brown.

Calculated based on 83,615,501 shares of Class A Common Stock outstanding as of December 4, 2020 after giving effect to the secondary offering completed on that date, as reported in the prospectus filed with the Securities and Exchange Commission by the issuer on December 2, 2020 pursuant to Rule 424(b) (the “Prospectus”).

  NAMES OF REPORTING PERSONS

  DO Holdings (WA), LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Washington

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  58,647,878 ⁽¹⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  58,647,878 ⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  58,647,878 ⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  41.2% ⁽²⁾

  TYPE OF REPORTING PERSON (See Instructions)

  OO

Consists of shares of Class A Common Stock issuable upon conversion of OpCo Units (and associated shares of Class B Common Stock) held directly by DO Holdings. OpCo units and associated shares of Class B Stock together are exchangeable for shares of Class A Common Stock on a one-for-one basis. Shares of Class B Common Stock have no economic value and have ten votes per share. DO Holdings is owned by Henry Schuck and Kirk Norman Brown.

Calculated based on 83,615,501 shares of Class A Common stock outstanding as of December 4, 2020 after giving effect to the secondary offering completed on that date, as reported in the Prospectus.

  NAMES OF REPORTING PERSONS

  Brown Kirk Norman

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Washington

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  58,647,878 ⁽¹⁾

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  58,647,878 ⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  58,647,878 ⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

      ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  41.2% ⁽²⁾

  TYPE OF REPORTING PERSON (See Instructions)

  IN

Consists of shares of Class A Common Stock issuable upon conversion of OpCo Units (and associated shares of Class B Common Stock) held directly by DO Holdings. OpCo units and associated shares of Class B Common Stock together are exchangeable for shares of Class A Common Stock on a one-for-one basis. Shares of Class B Common Stock have no economic value and have ten votes per share. DO Holdings is owned by Henry Schuck and Kirk Norman Brown.

Calculated based on 83,615,501 shares of Class A Common Stock outstanding as of December 4, 2020 after giving effect to the secondary offering completed on that date, as reported in the Prospectus.

NAME OF ISSUER:

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

NAME OF PERSON FILING:

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

CITIZENSHIP:

TITLE OF CLASS OF SECURITIES:

CUSIP NUMBER:

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:

☐ Broker or dealer registered under Section 15 of the Act.

☐ Bank as defined in Section 3(a)(6) of the Act.

☐ Insurance company as defined in Section 3(a)(19) of the Act.

☐ Investment company registered under Section 8 of the Investment Company Act of 1940.

☐ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

☐ A parent holding company or control person in accordance with § 240.13d-1(b)(l)(ii)(G);

☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

☐ Group, in accordance with § 240.13d-1(b)(l)(ii)(K).

OWNERSHIP.

(a)

(b)

(c)

(i) Sole power to vote or to direct the vote

Henry Schuck

DO Holdings

Kirk Norman Brown

(ii)  Shared power to vote or to direct the vote

Henry Schuck

DO Holdings

Kirk Norman Brown

(iii)  Sole power to dispose or to direct the disposition of

Henry Schuck

DO Holdings

Kirk Norman Brown

(iv) Shared power to dispose or to direct the disposition of

Henry Schuck

DO Holdings

Kirk Norman Brown

Consists of (i) 798,968 shares of Class A Common Stock held directly by Mr. Schuck, (ii) an additional 1,289,820 shares of Class A Common Stock issuable upon conversion of Class P Units held by Mr. Schuck (which are profits interests that are economically similar to a stock settled stock option and are exchangeable, at the holder’s election, into a number of shares of the Class A Common Stock equal in value to the “spread value” represented by the excess of the value of shares of Class& #xA0;A Common Stock at the time of exchange above the “distribution threshold” associated with the Class P Units, multiplied by the number of Class P Units being exchanged) that are currently vested or that vest within 60 days (where the number of shares of Class A Common Stock into which the Class P Units may be converted is calculated based on the closing price of Class A Common Stock of $48.23 per share reported on the Nasdaq Stock Market on December 31, 2020), (iii) an additional 6,963,514 shares of Class A Common Stock issuable with respect to OpCo Units and an equal number of shares of Class B Common Stock of the Issuer

CONSISTS OF SHARES OF CLASS A COMMON STOCK ISSUABLE UPON CONVERSION OF OPCO UNITS (AND ASSOCIATED SHARES OF CLASS B COMMON STOCK) HELD DIRECTLY BY DO HOLDINGS. DO HOLDINGS IS OWNED BY HENRY SCHUCK AND KIRK NORMAN BROWN.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Notice of Dissolution of Group.