Sec Form 4 Filing - Steinberg David @ Zeta Global Holdings Corp. - 2021-06-14

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 Steinberg David 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 (Last) (First) (Middle) 3 PARK AVE, 33RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/14/2021 (Street) NEW YORK, NY10016 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Class B Common Stock ( 1 ) 06/14/2021 A 700,000 ( 2 ) ( 1 ) ( 1 ) Class A Common Stock 700,000 $ 0 31,272,357 I By ACI Investment Partners, LLC ( 3 ) Class B Common Stock ( 1 ) 06/14/2021 D 2,307,692 ( 4 ) ( 1 ) ( 1 ) Class A Common Stock 2,307,692 $ 10 28,964,665 I By ACI Investment Partners, LLC ( 3 ) Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 8,282,862 8,282,862 I By IAC Investment Company IX, LLC ( 5 ) Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 15,337 15,337 I By CAIVIS Acquisition Corp. II ( 6 ) Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 194,601 194,601 I By Kica Investments LLC ( 7 ) Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 398,630 398,630 I By Family Trusts ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Steinberg David 3 PARK AVE, 33RD FLOOR NEW YORK, NY10016 X X Chief Executive Officer ACI Investment Partners, LLC 3 PARK AVENUE, 33RD FLOOR NEW YORK, NY10016 X Signatures ACI Investment Partners, LLC, /s/ David A. Steinberg, Managing Member 06/15/2021 Signature of Reporting Person Date David A. Steinberg, /s/ Kristina Agassi, Attorney-in-fact 06/15/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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, and will convert automatically into Class A common stock on a one-to-one basis upon the earliest to occur of: (1) the first date on which the voting power of all then-outstanding shares of Class B Common Stock representing less than 10% of the combined voting power of all then-outstanding shares of Common Stock and (2) the date of the death or Disability (as defined in the Issuer's amended and restated certificate of incorporation) of Mr. Steinberg, and (b) upon the date specified by the holders of at least a majority of the then outstanding shares of Class B common stock, voting as a separate class. ( 2 )Represents an award of restricted Class B common stock. The restricted Class B common stock vests in sixteen quarterly installments beginning one year after the closing of the Issuer's initial public offering and does not expire. ( 3 )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 AMI except to the extent of his pecuniary interest therein, if any. ( 4 )Represents a disposition to the Issuer of 540,000 shares of restricted Class B common stock and 1,767,692 shares of Class B common stock. ( 5 )Securities held directly by IAC Investment Company IX, LLC ("IAC"). Mr. Steinberg is the managing member of IAC. Mr. Steinberg disclaims beneficial ownership of the shares held directly by IAC except to the extent of his pecuniary interest therein, if any. ( 6 )Securities held direcly by CAIVIS Acquisition Corp. II ("CAIVIS"), which is a wholly owned subsidiary of CAIVIS Investment Company V, LLC, of which Mr. Steinberg is the majority sharheholder. ( 7 )Securities held directly by Kica Investments LLC ("Kica"), of which Mr. Steinberg is managing member. Mr. Steinberg disclaims beneficial ownership of the shares held directly by Kica except to the extent of his pecuniary interest therein, if any. ( 8 )Mr. Steinberg is co-trustee of each family trust and as a result may be deemed to share beneficial ownership of the securities held of record by each trust to the extent of his pecuniary interest therein, if any.

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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