Satish Ravella - Oct 9, 2024 Form 4 Insider Report for Zeta Global Holdings Corp. (ZETA)

Role: Chief Accounting Officer
Signature: /s/ Steven Vine, Attorney-in-fact
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	+40.8K	+24.28%	$0.00	209K	Oct 9, 2024	Direct	F1

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	-10.7K	-100%	$0.00	0	Oct 9, 2024	Class A Common Stock	10.7K		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On April 21, 2023, the reporting person was granted an award of performance-based restricted stock units (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 exceeded the target level with respect to the PSUs, resulting in these securities being earned, which securities vest in three equal annual installments beginning on October 9, 2024.
F2	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 2027. 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, 2028.

Content

On April 21, 2023, the reporting person was granted an award of performance-based restricted stock units (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 exceeded the target level with respect to the PSUs, resulting in these securities being earned, which securities vest in three equal annual installments beginning on October 9, 2024.

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 2027. 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, 2028.