| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ZETA | Common Stock | Sale | $1,420,086 | -175,536 | -1% | $8.09 | 16,621,891 | 28 Oct 2022 | See Footnote | F1, F2, F3, F4, F5, F6 |
| holding | ZETA | Common Stock | 35,128 | 28 Oct 2022 | Direct |
| Id | Content |
|---|---|
| F1 | The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 17, 2022. |
| F2 | Aggregate shares sold consist of (i) 88,216 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) 17,280 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; (iii) 36,791 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) 15,934 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) 16,995 shares of Class A common stock held directly by GCP Capital Partners IV, L.P. of which GCP Managing Partner IV, L.P. ("GCP IV GP") is the general partner; and |
| F3 | (Continued from Footnote 2) (vi) 320 shares of Class A common stock held directly by GCP Capital Partners (Cayman) IV, L.P. of which GCP IV GP is the general partner. |
| F4 | The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $8.00 to $8.30, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission and any security holder of Zeta Global Holdings Corp., upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. |
| F5 | Total shares consists of: (i) 7,892,371 shares of Class A common stock held directly by Greenhill Capital Partners III, L.P.; (ii) 1,545,944 shares of Class A common stock held directly by Greenhill Capital Partners (Cayman Islands) III, L.P.; (iii) 3,291,622 shares of Class A common stock held directly by Greenhill Capital Partners (Employees) III, L.P.; (iv) 1,425,624 shares of Class A common stock held directly by Greenhill Capital Partners (GHL) III, L.P.; (v) 1,540,381 shares of Class A common stock held directly by GCP Capital Partners IV, L.P.; and (vi) 29,018 shares of Class A common stock held directly by GCP Capital Partners (Cayman) IV, L.P.. Also includes 896,931 shares of restricted Class A common stock. |
| F6 | The general partner of Greenhill III GP is GCP Managing Partner III GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. The general partner of GCP IV GP is GCP Managing Partner IV GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. 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 the entities associated with Greenhill Capital Partners. |
See Exhibit 99.1 - Joint Filer Information