Sec Form 4 Filing - LANDMAN WILLIAM @ Zeta Global Holdings Corp. - 2023-01-01

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 LANDMAN WILLIAM 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) 308 E. LANCASTER AVENUE, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2023 (Street) WYNNEWOOD, PA19096 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 01/01/2023 A 3,060( 1 ) A $ 8.17 505,248 D Class A Common Stock 1,940 I By Capital Management Systems, LLC( 2 ) Class A Common Stock 36,676 I By CMS Holdco, LLC( 3 ) Class A Common Stock 1,850 I By CMS Sub Management Company( 4 ) Class A Common Stock 185 I By MSPS Platinum, Inc.( 5 ) Class A Common Stock 200,000 I By CMS Platinum Fund, L.P.( 6 ) Class A Common Stock 47,895 I By Mainline Special Opportunities Fund, LP( 7 ) Class A Common Stock 607,165 I By Spouse

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LANDMAN WILLIAM 308 E. LANCASTER AVENUE, SUITE 300 WYNNEWOOD, PA19096 X Signatures /s/ Steven Vine, Attorney-In-Fact 01/04/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents payment of the reporting person's quarterly retainer for director services in the form of restricted stock pursuant to Issuer's 2021 Incentive Award Plan. The restricted stock vests as to 25% of the award one year from the grant date and as to the remaining 75% in four equal quarterly installments beginning on the first anniversary of the grant date. ( 2 )Securities held directly by Capital Management Systems, LLC, of which Mr. Landman is a managing member. Mr. Landman disclaims beneficial ownership of the shares held directly by Capital Management Systems, LLC except to the extent of his pecuniary interest therein, if any. ( 3 )Securities held directly by CMS Holdco, LLC, of which Mr. Landman is a managing member. Mr. Landman disclaims beneficial ownership of the shares held directly by CMS Holdco, LLC except to the extent of his pecuniary interest therein, if any. ( 4 )Securities held directly by CMS Sub Management Company, a Pennsylvania corporation, of which Mr. Landman is a director and executive officer. Mr. Landman disclaims beneficial ownership of the shares held directly by CMS Sub Management Company except to the extent of his pecuniary interest therein, if any. ( 5 )Securities held directly by MSPS Platinum, Inc., a Delaware corporation, of which Mr. Landman is a director and executive officer. Mr. Landman disclaims beneficial ownership of the shares held directly by MSPS Platinum, Inc. except to the extent of his pecuniary interest therein, if any. ( 6 )Securities held directly by CMS Platinum Fund, L.P. ("CMS"), of which CMS Platinum Associates, L.P. is general partner, and then MSPS Platinum, Inc. is the general partner of CMS Platinum Associates, L.P. William Landman is a director and executive officer of MSPS Platinum, Inc. Each of MSPS Platinum, Inc., CMS Platinum Associates, L.P. and Mr. Landman disclaims beneficial ownership of the shares held directly by CMS except to the extent of their pecuniary interest therein, if any. ( 7 )Securities held directly by MainLine Special Opportunities Fund, L.P. ("MainLine"), of which MainLine SO Associates, L.P. is general partner, and then MainLine SO GP, LLC is the general partner of MainLine's general partner. Mr. Landman is MainLine SO GO, LLC's manager. Mr. Landman, MainLine SO GP, LLC and MainLine SO Associates, L.P. disclaim beneficial ownership of the shares held directly by MainLine except to the extent of their 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).

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