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

Role: Director, 10%+ Owner
Signature: /s/ Robert Niehaus
Stock symbol: ZETA
Transactions as of: Jun 9, 2021
Transactions value $: $0
Form type: 3
Date filed: 6/9/2021, 09:40 PM
Next filing: Dec 8, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	ZETA	Common Stock						17.1M	Jun 9, 2021	See Footnotes 2 and 3.	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Also includes 896,931 shares of restricted Class A common 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	Consists of: (i) 8,156,208 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) 1,597,626 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; and (iii) 3,401,659 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) 1,473,280 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) 1,591,211 shares of Class A common stock held directly by GCP Capital Partners IV, L.P. of which GCP Managing Partner IV, L.P.
F3	(Continued from footnote 2) ("Greenhill IV GP") is the general partner; and (vi) 29,976 shares of Class A common stock held directly by GCP Capital Partners (Cayman Islands) IV, L.P. of which Greenhill IV GP is the general partner. 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 each of Greenhill Capital Partners III, L.P.; Greenhill Capital Partners (Cayman Islands) III, L.P; Greenhill Capital Partners (Employees) III, L.P.; Greenhill Capital Partners (GHL) III, L.P.; GCP Capital Partners IV, L.P.; and GCP Capital Partners IV (Cayman).