David Steinberg - Jul 3, 2024 Form 4 Insider Report for Zeta Global Holdings Corp. (ZETA)

Signature
ACI Investment Partners, LLC, /s/ David A. Steinberg, Managing Member
Stock symbol
ZETA
Transactions as of
Jul 3, 2024
Transactions value $
-$1,690,532
Form type
4
Date filed
7/3/2024, 04:07 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 +741K +49.74% $0.00 2.23M Jul 3, 2024 By ACI Investment Partners, LLC F1, F2
transaction ZETA Class A Common Stock Tax liability -$1.69M -97.2K -4.36% $17.40 2.13M Jul 3, 2024 By ACI Investment Partners, LLC F2, F3
holding ZETA Class A Common Stock 106K Jul 3, 2024 By Spouse
holding ZETA Class A Common Stock 11.6K Jul 3, 2024 Direct F4

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 -276K -100% $0.00* 0 Jul 3, 2024 Class A Common Stock 276K By ACI Investment Partners, LLC F1, F2, F5
transaction ZETA Performance-Based Restricted Stock Units Options Exercise $0 -239K -53% $0.00 212K Jul 3, 2024 Class A Common Stock 239K By ACI Investment Partners, LLC F1, F2, F5
transaction ZETA Performance-Based Restricted Stock Units Options Exercise $0 -141K -57.29% $0.00 105K Jul 3, 2024 Class A Common Stock 141K By ACI Investment Partners, LLC F1, F2, F5
* 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 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 Issuer's Incentive Award Plan.
F4 Share balance includes stock purchased under an Employee Stock Purchase Plan (ESPP) not previously reported.
F5 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.