Steven H. Gerber - Jul 3, 2024 Form 4 Insider Report for Zeta Global Holdings Corp. (ZETA)

Signature
/s/ Steven Vine, Attorney-in-fact
Stock symbol
ZETA
Transactions as of
Jul 3, 2024
Transactions value $
-$1,208,935
Form type
4
Date filed
7/3/2024, 04:06 PM
Previous filing
May 24, 2024
Next filing
Aug 9, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ZETA Class A Common Stock Options Exercise $0 +450K +27.74% $0.00 2.07M Jul 3, 2024 By Evergreen Revocable Trust F1, F2
transaction ZETA Class A Common Stock Tax liability -$1.21M -69.5K -3.35% $17.40 2M Jul 3, 2024 By Evergreen Revocable Trust F2, F3

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 Options Exercise $0 -138K -100% $0.00* 0 Jul 3, 2024 Class A Common Stock 138K By Evergreen Revocable Trust F1, F2, F4
transaction ZETA Performance-Based Restricted Stock Units Options Exercise $0 -175K -53% $0.00 155K Jul 3, 2024 Class A Common Stock 175K By Evergreen Revocable Trust F1, F2, F4
transaction ZETA Performance-Based Restricted Stock Units Options Exercise $0 -94.5K -57.29% $0.00 70.5K Jul 3, 2024 Class A Common Stock 94.5K By Evergreen Revocable Trust F1, F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On each of August 18, 2021, February 23, 2022 and April 21, 2023, the reporting person was granted an award of performance-based restricted stock units (respectively, the "2021 PSUs," the "2022 PSUs" and the "2023 PSUs", and collectively, the "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. Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. On July 3, 2024, the Issuer determined that the performance conditions exceeded the target level with respect to the 2021 PSUs and were partially met with respect to the 2022 PSUs and 2023 PSUs, resulting in these securities being earned, which securities vest in three equal annual installments beginning on July 3, 2024.
F2 Securities held by Evergreen Revocable Trust, for which Mr. Gerber serves as trustee and beneficiary.
F3 Withholding of shares in satisfaction of taxes due upon the vesting of PSUs under the Issuer's Incentive Award Plan.
F4 Additional PSUs may 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 (i) 2025, with respect to the 2021 PSUs, (ii) 2026, with respect to the 2022 PSUs, and (iii) 2027, with respect to the 2023 PSUs. 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. Any unearned PSUs will expire on January 1 of the fifth year following the grant date.