David Steinberg - Apr 21, 2023 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
Apr 21, 2023
Transactions value $
-$155,212
Form type
4
Date filed
4/21/2023, 05:22 PM
Previous filing
Mar 16, 2023
Next filing
Jul 21, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ZETA Class A Common Stock Award $0 +1.1M +14983.27% $0.00 1.1M Apr 21, 2023 Direct F1
transaction ZETA Class A Common Stock Other $0 -1.1M -99.34% $0.00 7.32K Apr 21, 2023 Direct F2
transaction ZETA Class A Common Stock Other $0 +1.1M +114.87% $0.00 2.05M Apr 21, 2023 By ACI Investment Partners, LLC F2, F3
transaction ZETA Class A Common Stock Options Exercise $0 +114K +5.56% $0.00 2.17M Apr 21, 2023 By ACI Investment Partners, LLC F3, F4
transaction ZETA Class A Common Stock Tax liability -$155K -15K -0.69% $10.38 2.15M Apr 21, 2023 By ACI Investment Partners, LLC F3, F5
transaction ZETA Class A Common Stock Gift $0 -1K -0.05% $0.00 2.15M Apr 21, 2023 By ACI Investment Partners, LLC F3
holding ZETA Class A Common Stock 2.15M Apr 21, 2023 By Spouse
holding ZETA Class A Common Stock 487K Apr 21, 2023 By IAC Investment Company IX, LLC F6

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 +247K $0.00 247K Apr 21, 2023 Class A Common Stock 247K Direct F7, F8
transaction ZETA Performance-Based Restricted Stock Units Other $0 -247K -100% $0.00* 0 Apr 21, 2023 Class A Common Stock 247K Direct F2, F7, F8
transaction ZETA Performance-Based Restricted Stock Units Other $0 +247K $0.00 247K Apr 21, 2023 Class A Common Stock 247K By ACI Investment Partners, LLC F2, F3, F7, F8
transaction ZETA Performance-Based Restricted Stock Units Options Exercise $0 -114K -28.5% $0.00 286K Apr 21, 2023 Class A Common Stock 114K By ACI Investment Partners, LLC F2, F7, F9
* 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, 25% of which vests on the first anniversary of the grant date and the remainder of which vests in 16 equal quarterly installments beginning on the first anniversary of the grant date.
F2 Represents a transfer for no consideration by Mr. Steinberg to ACI Investment Partners, LLC ("ACI").
F3 Securities held directly by ACI. Mr. Steinberg is the managing member of ACI. Mr. Steinberg disclaims beneficial ownership of the shares held directly by ACI except to the extent of his pecuniary interest therein, if any.
F4 On August 18, 2021, the reporting person was granted an award of performance-based restricted stock units ("PSUs"), which are earned in the form of restricted stock based on 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. On April 21, 2023, the Issuer determined that the performance conditions had been partially met, resulting in these securities being earned, which securities vest in three equal annual installments beginning on April 21, 2023.
F5 Withholding of shares in satisfaction of taxes due upon the vesting of PSUs under the Registrant's Incentive Award Plan.
F6 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.
F7 Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.
F8 The PSUs will be earned in the form of restricted stock 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 fourth fiscal quarter of 2023 and ending with, and including, the fourth fiscal quarter of 2027. To the extent earned, the restricted stock will vest in three equal annual installments, with the first installment vesting on the date the Company determines the number of shares of restricted stock that are eligible to be earned for such quarter, and the second and third installments vesting on the first and second anniversaries of such determination date, subject to the reporting person's continued service with the Company through each applicable vesting date. Any unearned portion of the PSUs are expected to expire on January 1, 2028.
F9 The remaining PSUs will be earned in the form of restricted stock 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 ending with, and including, the fourth fiscal quarter of 2025. To the extent earned, the restricted stock will vest in three equal annual installments, with the first installment vesting on the date the Company determines the number of shares of restricted stock that are eligible to be earned for such quarter, and the second and third installments vesting on the first and second anniversaries of such determination date, subject to the reporting person's continued service with the Company through each applicable vesting date. Any unearned portion of the PSUs are expected to expire on January 1, 2026.