Sec Form 3 Filing - Taki Layth @ ZIFF DAVIS, INC. - 2023-05-05

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Taki Layth 2. Issuer Name and Ticker or Trading Symbol ZIFF DAVIS, INC. [ ZD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Accounting Officer (Last) (First) (Middle) 114 5TH AVE, FLOOR 14 & 15 3. Date of Earliest Transaction (MM/DD/YY) 05/05/2023 (Street) NEW YORK, NY10011 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 $ 0 ( 1 ) ( 1 ) Common Stock, $0.01 par value 10,918 D Restricted Stock Units $ 0 ( 1 ) ( 1 ) Common Stock, $0.01 par value 4,300 D Restricted Stock Units $ 0 ( 2 ) ( 2 ) Common Stock, $0.01 par value 4,820 D Performance Stock Unit $ 0 ( 3 ) ( 3 ) Common Stock, $0.01 par value 4,821 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Taki Layth 114 5TH AVE FLOOR 14 & 15 NEW YORK, NY10011 Chief Accounting Officer Signatures /s/ Jeremy Rossen, as Attorney-in-fact 05/10/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects an RSU grant under the issuer's 2015 Stock Plan granted on 09/27/2022. The RSU vests over 4 years, with 25% vesting one year from grant date and annually thereafter over 3 years. ( 2 )Reflects an RSU grant under the issuer's 2015 Stock Plan granted on 03/08/2023. The RSU vests over 4 years, with 25% vesting one year from grant date and annually thereafter over 3 years. ( 3 )Reflects a PSU grant under the issuer's 2015 Stock Plan granted on 03/08/2023. Shares become eligible to vest after one year from grant date based on market value, as determined by the Compensation Committee of the Board of Directors of Ziff Davis, Inc.

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).

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