Sec Form 4 Filing - Steinberg David @ Zeta Global Holdings Corp. - 2024-04-05

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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) 04/05/2024 (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 Class A Common Stock 04/05/2024 M 10,400 ( 1 ) A $ 0 1,604,403 I By ACI Investment Partners, LLC ( 2 ) Class A Common Stock 04/05/2024 F 1,365 ( 3 ) D $ 12.23 1,603,038 I By ACI Investment Partners, LLC ( 2 ) Class A Common Stock 105,660 I By Spouse Class A Common Stock 487,043 I By IAC Investment Company IX, LLC ( 4 ) Class A Common Stock 10,154 ( 5 ) 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 ( 6 ) 04/03/2024 A 1,343,850 ( 7 ) ( 7 ) Class A Common Stock 1,343,850 $ 0 1,343,850 D Performance-Based Restricted Stock Units ( 6 ) 04/03/2024 J( 8 ) 1,343,850 ( 7 ) ( 7 ) Class A Common Stock 1,343,850 $ 0 0 D Performance-Based Restricted Stock Units ( 6 ) 04/03/2024 J( 8 ) 1,343,850 ( 7 ) ( 7 ) Class A Common Stock 1,343,850 $ 0 1,343,850 I By ACI Investment Partners, LLC ( 2 ) Performance-Based Restricted Stock Units ( 6 ) 04/05/2024 M 10,400 ( 9 ) ( 9 ) Class A Common Stock 10,400 $ 0 275,600 I By ACI Investment Partners, LLC ( 2 ) Class B Common Stock ( 10 ) ( 10 ) ( 10 ) Class A Common Stock 5,059,578 5,059,578 I By IAC Investment Company IX, LLC ( 4 ) Class B Common Stock ( 10 ) ( 10 ) ( 10 ) Class A Common Stock 209,938 ( 11 ) 209,938 ( 11 ) I By CAIVIS Acquisition Corp. II ( 12 ) Class B Common Stock ( 10 ) ( 10 ) ( 10 ) Class A Common Stock 0 ( 11 ) 0 ( 11 ) I By Kica Investments LLC Class B Common Stock ( 10 ) ( 10 ) ( 10 ) Class A Common Stock 464,354 464,354 I By Family Trusts ( 13 ) Class B Common Stock ( 10 ) ( 10 ) ( 10 ) Class A Common Stock 47,676 47,676 I By Spouse
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 04/05/2024 Signature of Reporting Person Date David A. Steinberg, /s/ Steven Vine, Attorney-in-fact 04/05/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 18, 2021, the reporting person was granted an award of performance-based restricted stock units ("PSUs"), which are earned in the form of restricted stock units based on 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. On April 5, 2024, the Issuer determined that the performance conditions had been partially met, resulting in these securities being earned, which securities vest in three equal annual installments beginning on April 5, 2024. ( 2 )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 ACI except to the extent of his pecuniary interest therein, if any. ( 3 )Withholding of shares in satisfaction of taxes due upon the vesting of PSUs under the Registrant's Incentive Award Plan. ( 4 )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. ( 5 )Share balance includes stock purchased under an Employee Stock Purchase Plan (ESPP) not previously reported. ( 6 )Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. ( 7 )The PSUs will be earned in the form of restricted stock units 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 2024 and ending with, and including, the fourth fiscal quarter of 2028. To the extent earned, 33.33% of the restricted stock units will vest on the date the Company determines the number of restricted stock units that are eligible to be earned for such quarter, and the remaining restricted stock units will vest in equal installments every three months thereafter, 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, 2029. ( 8 )Represents a transfer for no consideration by Mr. Steinberg to ACI. ( 9 )The remaining PSUs will be earned 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 PSUs vest in three equal annual installments, with the first installment vesting on the date the Company determines the number of PSUs that are eligible to vest 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. The unearned portion of the PSUs are expected to expire on January 1, 2026. ( 10 )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. ( 11 )Reflects the transfer on March 11, 2024, of 194,601 shares of Class B Common Stock from Kica Investments LLC, of which Mr. Steinberg is managing member, to CAIVIS Acquisition Corp. II ("CAIVIS"). ( 12 )Securities held direcly by CAIVIS, which is a wholly owned subsidiary of CAIVIS Investment Company V, LLC, of which Mr. Steinberg is the majority shareholder. ( 13 )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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.