Robert Niehaus - Jul 1, 2022 Form 4 Insider Report for Zeta Global Holdings Corp. (ZETA)

Role: Director, 10%+ Owner
Signature: /s/ Robert H. Niehaus
Stock symbol: ZETA
Transactions as of: Jul 1, 2022
Transactions value $: $0
Form type: 4
Date filed: 7/6/2022, 04:05 PM
Previous filing: Jan 7, 2022
Next filing: Aug 4, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ZETA	Class A Common Stock	Award	$0	+35.1K		$0.00	35.1K	Jul 1, 2022	Direct	F1
holding	ZETA	Class A Common Stock						17.1M	Jul 1, 2022	See footnote	F2, F3

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

Explanation of Responses:

Id	Content
F1	Represents an award of restricted stock which vests in four equal installments on July 1, 2023, October 1, 2023, January 1, 2024 and April 1, 2024.
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. Also includes 896,931 shares of restricted Class A common stock. 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).