Sec Form 4/A Filing - NIEHAUS ROBERT H @ Zeta Global Holdings Corp. - 2022-08-04

FORM 4/A 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 NIEHAUS ROBERT H 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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 600 LEXINGTON AVE.,, 31ST FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/04/2022 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 08/08/2022 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 Common Stock 08/04/2022 S 37,842 D $ 7.06( 1 ) 17,109,049 I See footnote( 2 ) Common Stock 08/05/2022 S 47,994 D $ 7.05( 3 ) 17,061,055 I See Footnote( 2 ) Common Stock 08/08/2022 S 114,164( 4 )( 5 ) D $ 7( 6 ) 16,946,891( 7 ) I See Footnote( 2 ) Common Stock 35,128 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 Transact ion(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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NIEHAUS ROBERT H 600 LEXINGTON AVE., 31ST FLOOR NEW YORK, NY10022 X Greenhill Capital Partners III, L.P. 600 LEXINGTON AVE., 31ST FLOOR NEW YORK, NY10022 Other Greenhill Capital Partners (Employees) III, L.P. 600 LEXINGTON AVE. 31ST FLOOR NEW YORK, NY10022 Other Greenhill Capital Partners (GHL) III, L.P. 600 LEXINGTON AVE. 31ST FLOOR NEW YORK, NY10022 Other Greenhill Capital Partners (Cayman Islands) III, L.P. 600 LEXINGTON AVE. 31ST FLOOR NEW YORK, NY10022 Other GCP Capital Partners (Cayman) IV, L.P. 600 LEXINGTON AVE. 31ST FLOOR NEW YORK, NY10022 Other GCP Capital Partners IV, L.P. 600 LEXINGTON AVE. 31ST FLOOR NEW YORK, NY10022 Other Signatures /s/ Robert Niehaus 08/11/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $7.00 to $7.27, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission and any security holder of Zeta Global Holdings Corp., upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. ( 2 )The general partner of Greenhill III GP is GCP Managing Partner III GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. The general partner of GCP IV GP is GCP Managing Partner IV GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. Mr. Niehaus, a member of the Issuer's board of directors, is a member of the investment committee of Greenhill Capital Partners, and may be deemed to share voting and investment power over the shares held by the entities associated with Greenhill Capital Partners. ( 3 )The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $7.00 to $7.20, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission and any security holder of Zeta Global Holdings Corp., upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. ( 4 )Aggregate shares sold consist of (i) 100,509 shares of Class A common stock held directly by Greenhill Capital Partners III, L.P., of which GCP Managing Partner III, L.P. ("Greenhill III GP") is the general partner; (ii) 19,688 shares of Class A common stock held directly by Greenhill Capital Partners (Cayman Islands) III, L.P., of which Greenhill III GP is the general partner; (iii) 41,919 shares of Class A common stock held directly by Greenhill Capital Partners (Employees) III, L.P. of which Greenhill III GP is the general partner; (iv) 18,155 shares of Class A common stock held directly by Greenhill Capital Partners (GHL) III, L.P. of which Greenhill III GP is the general partner; (v) 19,364 shares of Class A common stock held directly by GCP Capital Partners IV, L.P. of which GCP Managing Partner IV, L.P. ("GCP IV GP") is the general partner; and ( 5 )(Continued from Footnote 4) (vi) 365 shares of Class A common stock held directly by GCP Capital Partners (Cayman) IV, L.P. of which GCP IV GP is the general partner. ( 6 )The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $7.00 to $7.07, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission and any security holder of Zeta Global Holdings Corp., upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. ( 7 )Total shares consists of: (i) 8,055,699 shares of Class A common stock held directly by Greenhill Capital Partners III, L.P.; (ii) 1,577,938 shares of Class A common stock held directly by Greenhill Capital Partners (Cayman Islands) III, L.P.; (iii) 3,359,740 shares of Class A common stock held directly by Greenhill Capital Partners (Employees) III, L.P.; (iv) 1,455,125 shares of Class A common stock held directly by Greenhill Capital Partners (GHL) III, L.P.; (v) 1,571,847 shares of Class A common stock held directly by GCP Capital Partners IV, L.P.; and (vi) 29,611shares of Class A common stock held directly by GCP Capital Partners (Cayman) IV, L.P.. Also includes 896,931 shares of restricted Class A common stock.

Remarks: See Exhibit 99.1 - Joint Filer InformationThe original Form 4, filed on August 8, 2022, is being amended by this Form 4 solely to correct a scrivener's error, which resulted in the wrong date of transaction being reported.

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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