David Steinberg - Oct 9, 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
Oct 9, 2024
Transactions value $
$0
Form type
4
Date filed
10/11/2024, 04:30 PM
Previous 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 +1.53M +82.73% $0.00 3.38M Oct 9, 2024 By ACI Investment Partners, LLC F1, F2
holding ZETA Class A Common Stock 79.2K Oct 9, 2024 By Spouse
holding ZETA Class A Common Stock 11.6K Oct 9, 2024 Direct

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 0 $0.00 0 Oct 9, 2024 Class A Common Stock By ACI Investment Partners, LLC F1, F2
transaction ZETA Performance-Based Restricted Stock Units Options Exercise $0 -212K -100% $0.00 0 Oct 9, 2024 Class A Common Stock 212K By ACI Investment Partners, LLC F1, F2, F3
transaction ZETA Performance-Based Restricted Stock Units Options Exercise $0 -105K -100% $0.00 0 Oct 9, 2024 Class A Common Stock 105K By ACI Investment Partners, LLC F1, F2, F3
* 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 October 9, 2024, the Issuer determined that the performance conditions were met at the maximum level with respect to the 2021 PSUs and exceeded the target level 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 October 9, 2024. As a result of the foregoing, no additional 2021 PSUs may be earned.
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 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) 2026, with respect to the 2022 PSUs, and (ii) 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 unearnd PSUs will expire on January 1 of the fifth year following the grant date.