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    Chief Executive Officer Steinberg David converted options into 740,700 shares and covered exercise/tax liability with 97,157 shares (SEC Form 4)

    7/3/24 4:07:25 PM ET
    $ZETA
    Computer Software: Prepackaged Software
    Technology
    Get the next $ZETA alert in real time by email
    SEC FORM 4 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
    OMB APPROVAL
    OMB Number: 3235-0287
    Estimated average burden
    hours per response: 0.5
      
    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*
    Steinberg David

    (Last) (First) (Middle)
    3 PARK AVE, 33RD FLOOR

    (Street)
    NEW YORK NY 10016

    (City) (State) (Zip)
    2. Issuer Name and Ticker or Trading Symbol
    Zeta Global Holdings Corp. [ ZETA ]
    5. Relationship of Reporting Person(s) to Issuer
    (Check all applicable)
    X Director X 10% Owner
    X Officer (give title below) Other (specify below)
    Chief Executive Officer
    3. Date of Earliest Transaction (Month/Day/Year)
    07/03/2024
    4. If Amendment, Date of Original Filed (Month/Day/Year)
    6. Individual or Joint/Group Filing (Check Applicable Line)
    Form filed by One Reporting Person
    X 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
    Class A Common Stock 07/03/2024 M 740,700(1) A $0 2,229,731 I By ACI Investment Partners, LLC(2)
    Class A Common Stock 07/03/2024 F 97,157(3) D $17.4 2,132,576 I By ACI Investment Partners, LLC(2)
    Class A Common Stock 105,660 I By Spouse
    Class A Common Stock 11,634(4) D
    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
    Performance-Based Restricted Stock Units (1) 07/03/2024 M 275,600 (5) (5) Class A Common Stock 275,600 $0 0(5) I By ACI Investment Partners, LLC(2)
    Performance-Based Restricted Stock Units (1) 07/03/2024 M 238,500 (5) (5) Class A Common Stock 238,500 $0 211,500 I By ACI Investment Partners, LLC(2)
    Performance-Based Restricted Stock Units (1) 07/03/2024 M 141,457 (5) (5) Class A Common Stock 141,457 $0 105,468 I By ACI Investment Partners, LLC(2)
    1. Name and Address of Reporting Person*
    Steinberg David

    (Last) (First) (Middle)
    3 PARK AVE, 33RD FLOOR

    (Street)
    NEW YORK NY 10016

    (City) (State) (Zip)

    Relationship of Reporting Person(s) to Issuer
    X Director X 10% Owner
    X Officer (give title below) Other (specify below)
    Chief Executive Officer
    1. Name and Address of Reporting Person*
    ACI Investment Partners, LLC

    (Last) (First) (Middle)
    3 PARK AVENUE, 33RD FLOOR

    (Street)
    NEW YORK NY 10016

    (City) (State) (Zip)

    Relationship of Reporting Person(s) to Issuer
    Director X 10% Owner
    Officer (give title below) Other (specify below)
    Explanation of Responses:
    1. On each of August 18, 2021, February 23, 2022 and April 21, 2023, the reporting person was granted an award of performance-based restricted stock units (respectively, the "2021 PSUs," the "2022 PSUs" and the "2023 PSUs", and collectively, the "PSUs"), which are earned in the form of restricted stock units based on the volume-weighted average closing price per share of the Issuer's Class A Common Stock during the final 20 consecutive trading days of each fiscal quarter. Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. On July 3, 2024, the Issuer determined that the performance conditions exceeded the target level with respect to the 2021 PSUs and were partially met with respect to the 2022 PSUs and 2023 PSUs, resulting in these securities being earned, which securities vest in three equal annual installments beginning on July 3, 2024.
    2. Securities held directly by ACI Investment Partners, LLC ("ACI"). Mr. Steinberg is the managing member of ACI. Mr. Steinberg disclaims beneficial ownership of the shares held directly by ACI except to the extent of his pecuniary interest therein, if any.
    3. Withholding of shares in satisfaction of taxes due upon the vesting of PSUs under the Issuer's Incentive Award Plan.
    4. Share balance includes stock purchased under an Employee Stock Purchase Plan (ESPP) not previously reported.
    5. Additional PSUs may be earned based upon the volume-weighted average closing price per share of the Issuer's Class A Common Stock during the final 20 consecutive trading days of each fiscal quarter ending with, and including, the fourth fiscal quarter of (i) 2025, with respect to the 2021 PSUs, (ii) 2026, with respect to the 2022 PSUs, and (iii) 2027, with respect to the 2023 PSUs. To the extent earned, the PSUs vest in three equal annual installments, with the first installment vesting on the date the Company determines the number of PSUs that are eligible to vest for such quarter, and the second and third installments vesting on the first and second anniversaries of such determination date, subject to the reporting person's continued service with the Company through each applicable vesting date. Any unearned PSUs will expire on January 1 of the fifth year following the grant date.
    ACI Investment Partners, LLC, /s/ David A. Steinberg, Managing Member 07/03/2024
    David A. Steinberg, /s/ Steven Vine, Attorney-in-fact 07/03/2024
    ** 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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