Sec Form 4 Filing - Greiner Christopher E @ Zeta Global Holdings Corp. - 2023-04-21

FORM 4 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 Greiner Christopher E 2. Issuer Name and Ticker or Trading Symbol Zeta Global Holdings Corp. [ ZETA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 3 PARK AVENUE, 33RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 04/21/2023 (Street) NEW YORK, NY10016 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 Class A Common Stock 04/21/2023 A 300,000 ( 1 ) A $ 0 2,463,141 D Class A Common Stock 04/21/2023 M 57,000 A $ 0 2,520,141 D Class A Common Stock 04/21/2023 F 7,477 ( 2 ) D $ 10.38 2,512,664 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 (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 Performance-based restricted Stock units ( 3 ) 04/21/2023 A 137,500 ( 4 ) ( 4 ) Class A Common Stock 137,500 $ 0 137,500 D Performance-based restricted Stock units ( 3 ) 04/21/2023 M 57,000 ( 5 ) ( 5 ) Class A Common Stock 57,000 $ 0 143,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Greiner Christopher E 3 PARK AVENUE, 33RD FLOOR NEW YORK, NY10016 Chief Financial Officer Signatures /s/ Steven Vine, Attorney-in-fact 04/21/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents restricted stock awarded pursuant to Issuer's 2021 Incentive Award Plan, 25% of which vests on the first anniversary of the grant date and the remainder of which vests in 16 equal quarterly installments beginning on the first anniversary of the grant date. ( 2 )Withholding of shares in satisfaction of taxes due upon the vesting of PSUs under the Registrant's Incentive Award Plan. ( 3 )Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. ( 4 )The PSUs will be earned in the form of restricted stock 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 beginning with the fourth fiscal quarter of 2023 and ending with, and including, the fourth fiscal quarter of 2027. To the extent earned, the restricted stock will vest in three equal annual installments, with the first installment vesting on the date the Company determines the number of shares of restricted stock that are eligible to be earned 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 portion of the PSUs are expected to expire on January 1, 2028. ( 5 )The remaining PSUs will be earned in the form of restricted stock 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 2025. To the extent earned, the restricted stock will vest in three equal annual installments, with the first installment vesting on the date the Company determines the number of shares of restricted stock that are eligible to be earned 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 portion of the PSUs are expected to expire on January 1, 2026.

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).

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