Christopher E. Greiner - 23 Feb 2022 Form 4 Insider Report for Zeta Global Holdings Corp. (ZETA)

Role: Chief Financial Officer
Signature: /s/ Steven Vine, Attorney-in-fact
Issuer symbol: ZETA
Transactions as of: 23 Feb 2022
Net transactions value: $0
Form type: 4
Filing time: 25 Feb 2022, 15:22:39 UTC
Previous filing: 20 Aug 2021
Next filing: 10 Jun 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ZETA	Class A Common Stock	Award	$0	+118,000	+4.6%	$0.000000	2,687,138	23 Feb 2022	Direct	F1, F2

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	Award	$0	+275,000		$0.000000	275,000	23 Feb 2022	Class A Common Stock	275,000		Direct	F3, F4

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

Explanation of Responses:

Id	Content
F1	Represents restricted stock awarded pursuant to Issuer's 2021 Incentive Award Plan, 25% of which vests on the first anniversary of the grant date and the remainder of which vests in 16 equal quarterly installments beginning on the first anniversary of the grant date.
F2	Share balance includes 4,145 shares purchased under an Employee Stock Purchase Plan (ESPP) not previously reported.
F3	Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.
F4	The 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 beginning with the fourth fiscal quarter of 2022 and ending with, and including, the fourth fiscal quarter of 2026. 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, 2027.