SEC Form SC 13G/A filed by Zeta Global Holdings Corp. (Amendment)

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

Zeta Global Holdings Corp.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

98956A105

(CUSIP Number)

December 31, 2023

(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 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.

The information required in 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).

Zeta Global Holdings Corp. (the “Issuer”).

3 Park Ave, 33rd Floor, New York, NY 10016

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

David A. Steinberg

ACI Investment Partners, LLC

The principal business address of each of the Reporting Persons is c/o Zeta Global Holdings Corp., 3 Park Ave, 33rd Floor, New York, NY 10016.

David A. Steinberg is a citizen of the United States. ACI Investment Partners, LLC is organized under the laws of the State of Delaware.

Class A common stock, par value $0.001 per share (“Class A Common Stock”).

98956A105

Not applicable.

(a-c)

The ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer as of December 31, 2023, based upon 184,418,210 shares of Class A Common Stock outstanding as of October 27, 2023, based on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023.

Mr. Steinberg may be deemed the beneficial owner of 32,427,349 shares of Class A Common Stock, which includes: (i) 15,337 shares of Class A Common Stock issuable upon conversion of Class B common stock held of record by CAIVIS Acquisition Corp. II, which is a wholly owned subsidiary of CAIVIS Investment Company V, LLC, of which Mr. Steinberg is the majority shareholder; (ii) 194,601 shares of Class A Common Stock issuable upon conversion of Class B common stock held of record by Kica Investments LLC, of which Mr. Steinberg is managing member; (iii) 5,059,578 shares of Class A Common Stock issuable upon conversion of Class B common stock and 487,043 shares of Class A Common Stock held of record by IAC Investment Company IX, LLC, of which Mr. Steinberg is managing member; (iv) 47,676 shares of Class A Common Stock issuable upon conversion of Class B common stock and 105,660 shares of restricted Class A Common Stock held by Kristen Steinberg, Mr. Steinberg’s spouse; (v) 23,273,943 shares of Class A Common Stock issuable upon conversion of Class B common stock and 1,594,003 shares of Class A Common Stock held of record by ACI Investment Partners, LLC, of which Mr. Steinberg is the managing member; and (vi) 464,354 shares of Class A Common Stock issuable upon conversion of Class B common stock held of record by five irrevocable family trusts, of which Mr. Steinberg is co-trustee. Also includes 1,175,000 shares of Class A common stock held by Kristin Kuehl, with whom Mr. Steinberg is party to a voting agreement, and over which Mr. Steinberg may be deemed to share voting power, but not dispositive power. The Class B common stock is convertible at any time at the option of the holder into Class A Common Stock on a one-to-one basis.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

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.

Date: February 13, 2024

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