| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ZETA | Class A Common Stock | Options Exercise | $0 | +10.4K | +0.65% | $0.00 | 1.6M | Apr 5, 2024 | By ACI Investment Partners, LLC | F1, F2 |
| transaction | ZETA | Class A Common Stock | Tax liability | -$16.7K | -1.37K | -0.09% | $12.23 | 1.6M | Apr 5, 2024 | By ACI Investment Partners, LLC | F2, F3 |
| holding | ZETA | Class A Common Stock | 106K | Apr 5, 2024 | By Spouse | ||||||
| holding | ZETA | Class A Common Stock | 487K | Apr 5, 2024 | By IAC Investment Company IX, LLC | F4 | |||||
| holding | ZETA | Class A Common Stock | 10.2K | Apr 5, 2024 | Direct | F5 |
| 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 | +1.34M | $0.00 | 1.34M | Apr 3, 2024 | Class A Common Stock | 1.34M | Direct | F6, F7 | ||
| transaction | ZETA | Performance-Based Restricted Stock Units | Other | $0 | -1.34M | -100% | $0.00* | 0 | Apr 3, 2024 | Class A Common Stock | 1.34M | Direct | F6, F7, F8 | |
| transaction | ZETA | Performance-Based Restricted Stock Units | Other | $0 | +1.34M | $0.00 | 1.34M | Apr 3, 2024 | Class A Common Stock | 1.34M | By ACI Investment Partners, LLC | F2, F6, F7, F8 | ||
| transaction | ZETA | Performance-Based Restricted Stock Units | Options Exercise | $0 | -10.4K | -3.64% | $0.00 | 276K | Apr 5, 2024 | Class A Common Stock | 10.4K | By ACI Investment Partners, LLC | F2, F6, F9 | |
| holding | ZETA | Class B Common Stock | 5.06M | Apr 5, 2024 | Class A Common Stock | 5.06M | By IAC Investment Company IX, LLC | F4, F10 | ||||||
| holding | ZETA | Class B Common Stock | 210K | Apr 5, 2024 | Class A Common Stock | 210K | By CAIVIS Acquisition Corp. II | F10, F11, F12 | ||||||
| holding | ZETA | Class B Common Stock | 0 | Apr 5, 2024 | Class A Common Stock | 0 | By Kica Investments LLC | F10, F11 | ||||||
| holding | ZETA | Class B Common Stock | 464K | Apr 5, 2024 | Class A Common Stock | 464K | By Family Trusts | F10, F13 | ||||||
| holding | ZETA | Class B Common Stock | 47.7K | Apr 5, 2024 | Class A Common Stock | 47.7K | By Spouse | F10 |
| Id | Content |
|---|---|
| F1 | 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 units 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 5, 2024, 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 5, 2024. |
| F2 | 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 ACI except to the extent of his pecuniary interest therein, if any. |
| F3 | Withholding of shares in satisfaction of taxes due upon the vesting of PSUs under the Registrant's Incentive Award Plan. |
| F4 | 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. |
| F5 | Share balance includes stock purchased under an Employee Stock Purchase Plan (ESPP) not previously reported. |
| F6 | Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. |
| F7 | The PSUs will be earned in the form of restricted stock units 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 2024 and ending with, and including, the fourth fiscal quarter of 2028. To the extent earned, 33.33% of the restricted stock units will vest on the date the Company determines the number of restricted stock units that are eligible to be earned for such quarter, and the remaining restricted stock units will vest in equal installments every three months thereafter, 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, 2029. |
| F8 | Represents a transfer for no consideration by Mr. Steinberg to ACI. |
| F9 | The remaining 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 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 first and second 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. |
| F10 | 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. |
| F11 | Reflects the transfer on March 11, 2024, of 194,601 shares of Class B Common Stock from Kica Investments LLC, of which Mr. Steinberg is managing member, to CAIVIS Acquisition Corp. II ("CAIVIS"). |
| F12 | Securities held direcly by CAIVIS, which is a wholly owned subsidiary of CAIVIS Investment Company V, LLC, of which Mr. Steinberg is the majority shareholder. |
| F13 | 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. |