Satish Ravella - Apr 21, 2023 Form 4 Insider Report for Zeta Global Holdings Corp. (ZETA)

Role: Senior Vice President, Finance
Signature: /s/ Steven Vine, Attorney-In-Fact
Stock symbol: ZETA
Transactions as of: Apr 21, 2023
Transactions value $: $0
Form type: 4
Date filed: 4/21/2023, 06:44 PM
Previous filing: Mar 28, 2023
Next filing: Jun 16, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ZETA	Class A Common Stock	Award	$0	+50K	+24.38%	$0.00	255K	Apr 21, 2023	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	Award	$0	+25K		$0.00	25K	Apr 21, 2023	Class A Common Stock	25K		Direct	F2, F3

* 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	Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.
F3	The PSUs will be earned in the form of restricted stock 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 2023 and ending with, and including, the fourth fiscal quarter of 2027. To the extent earned, the restricted stock will vest in three equal annual installments, with the first installment vesting on the date the Company determines the number of shares of restricted stock that are eligible to be earned 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 portion of the PSUs are expected to expire on January 1, 2028.