David Steinberg - Jun 14, 2021 Form 4 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 14, 2021
Transactions value $: -$23,076,920
Form type: 4
Date filed: 6/15/2021, 07:49 PM
Previous filing: Jun 9, 2021
Next filing: Aug 20, 2021

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
transaction	ZETA	Class B Common Stock	Award	$0	+700K	+2.29%	$0.00	31.3M	Jun 14, 2021	Class A Common Stock	700K		By ACI Investment Partners, LLC	F1, F2, F3
transaction	ZETA	Class B Common Stock	Disposed to Issuer	-$23.1M	-2.31M	-7.38%	$10.00	29M	Jun 14, 2021	Class A Common Stock	2.31M		By ACI Investment Partners, LLC	F1, F3, F4
holding	ZETA	Class B Common Stock						8.28M	Jun 14, 2021	Class A Common Stock	8.28M		By IAC Investment Company IX, LLC	F1, F5
holding	ZETA	Class B Common Stock						15.3K	Jun 14, 2021	Class A Common Stock	15.3K		By CAIVIS Acquisition Corp. II	F1, F6
holding	ZETA	Class B Common Stock						195K	Jun 14, 2021	Class A Common Stock	195K		By Kica Investments LLC	F1, F7
holding	ZETA	Class B Common Stock						399K	Jun 14, 2021	Class A Common Stock	399K		By Family Trusts	F1, F8

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

Explanation of Responses:

Id	Content
F1	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.
F2	Represents an award of restricted Class B common stock. The restricted Class B common stock vests in sixteen quarterly installments beginning one year after the closing of the Issuer's initial public offering and does not expire.
F3	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.
F4	Represents a disposition to the Issuer of 540,000 shares of restricted Class B common stock and 1,767,692 shares of Class B common stock.
F5	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.
F6	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.
F7	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.
F8	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.