Steven H. Gerber - Aug 18, 2021 Form 4 Insider Report for Zeta Global Holdings Corp. (ZETA)

Role: President & COO
Signature: /s/ Steven Vine, Attorney-in-fact
Stock symbol: ZETA
Transactions as of: Aug 18, 2021
Transactions value $: $0
Form type: 4
Date filed: 8/20/2021, 04:31 PM
Previous filing: Jun 15, 2021
Next filing: Feb 25, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ZETA	Class A Common Stock	Award	$0	+75K	+2.1%	$0.00	3.65M	Aug 18, 2021	By Evergreen Revocable Trust	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
transaction	ZETA	Performance-based restricted stock units	Award	$0	+200K		$0.00	200K	Aug 18, 2021	Class A Common Stock	200K		By Evergreen Revocable Trust	F2, F3

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

Explanation of Responses:

Id	Content
F1	Represents restricted stock awarded pursuant to Issuer's 2021 Incentive Award Plan. The restrictions lapse as follows: (a) 25% of the restricted stock vest one year from the grant date, and (b) 75% of the restricted stock shall start vesting one year from the grant date and shall vest in equal quarterly increments until four (4) years from the grant date.
F2	Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.
F3	The 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 beginning with the second fiscal quarter of 2022 and 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 second and third 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.