David Steinberg - Jun 9, 2021 Form 3 Insider Report for Zeta Global Holdings Corp. (ZETA)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
ACI Investment Partners, LLC, /s/ David A. Steinberg, Managing Member
Stock symbol
ZETA
Transactions as of
Jun 9, 2021
Transactions value $
$0
Form type
3
Date filed
6/9/2021, 06:21 PM
Next filing
Jun 15, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ZETA Class A Common Stock 211K Jun 9, 2021 By Spouse F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding ZETA Class B Common Stock Jun 9, 2021 Class A Common Stock 30.6M By ACI Investment Partners, LLC F2, F3, F4
holding ZETA Class B Common Stock Jun 9, 2021 Class A Common Stock 15.3K By CAIVIS Acquisition Corp. II F2, F5
holding ZETA Class B Common Stock Jun 9, 2021 Class A Common Stock 195K By Kica Investments LLC F2, F6
holding ZETA Class B Common Stock Jun 9, 2021 Class A Common Stock 8.28M By IAC Investment Company IX, LLC F2, F7, F8
holding ZETA Class B Common Stock Jun 9, 2021 Class A Common Stock 399K By Family Trusts F2, F9, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares of restricted stock. Each share of restricted stock entitles the holder to receive one share of Class A common stock. The restricted stock vests in sixteen quarterly installments beginning one year after the closing of the Issuer's initial public offering and does not expire.
F2 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.
F3 Includes 19,119,010 shares of restricted stock. Each share of restricted stock entitles the holder to receive one share of Class B common stock. The restricted stock vests in sixteen quarterly installments beginning one year after the closing of the Issuer's initial public offering and does not expire.
F4 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.
F5 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.
F6 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.
F7 Includes 95,819 shares of restricted stock. Each share of restricted stock entitles the holder to receive one share of Class B common stock. The restricted stock vests in sixteen quarterly installments beginning one year after the closing of the Issuer's initial public offering and does not expire.
F8 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.
F9 Includes 62,006 shares of restricted stock. Each share of restricted stock entitles the holder to receive one share of Class B common stock. The restricted stock vests in sixteen quarterly installments beginning one year after the closing of the Issuer's initial public offering and does not expire.
F10 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.

Remarks:

Exhibit 24 - Power of Attorney.