Steven H. Gerber - Apr 3, 2024 Form 4 Insider Report for Zeta Global Holdings Corp. (ZETA)

Signature
/s/ Steven Vine, Attorney-in-fact
Stock symbol
ZETA
Transactions as of
Apr 3, 2024
Transactions value $
-$9,833
Form type
4
Date filed
4/5/2024, 05:04 PM
Previous filing
Nov 24, 2023
Next filing
May 24, 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 +5.2K +0.24% $0.00 2.19M Apr 5, 2024 By Evergreen Revocable Trust F1, F2
transaction ZETA Class A Common Stock Tax liability -$9.83K -804 -0.04% $12.23 2.19M Apr 5, 2024 By Evergreen Revocable Trust F2, F3

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 -5.2K -3.64% $0.00 138K Apr 5, 2024 Class A Common Stock 5.2K By Evergreen Revocable Trust F1, F2, F4, F5
transaction ZETA Performance-based restricted Stock units Award $0 +615K $0.00 615K Apr 3, 2024 Class A Common Stock 615K Direct F6, F7
transaction ZETA Performance-based restricted Stock units Other $0 -615K -100% $0.00* 0 Apr 3, 2024 Class A Common Stock 615K Direct F6, F7, F8
transaction ZETA Performance-based restricted Stock units Other $0 +615K $0.00 615K Apr 3, 2024 Class A Common Stock 615K By Evergreen Revocable Trust F2, F7, F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On August 18, 2021, the reporting person was granted an award of performance-based restricted stock units ("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. On April 5, 2024, the Issuer determined that the performance conditions had been partially met, resulting in these securities being earned, which securities vest in three equal annual installments beginning on April 5, 2024.
F2 Securities held by Evergreen Revocable Trust, for which Mr. Gerber serves as trustee and beneficiary.
F3 Withholding of shares in satisfaction of taxes due upon the vesting of PSUs under the Registrant's Incentive Award Plan.
F4 Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.
F5 The remaining 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 ending with, and including, the fourth fiscal quarter of 2025. 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, 2026.
F6 Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.
F7 The PSUs will be earned in the form of restricted stock units 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 2024 and ending with, and including, the fourth fiscal quarter of 2028. To the extent earned, 33.33% of the restricted stock units will vest on the date the Company determines the number of restricted stock units that are eligible to be earned for such quarter, and the remaining restricted stock units will vest in equal installments every three months thereafter, 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, 2029.
F8 Represents a transfer for no consideration by Mr. Gerber to Evergreen Revocable Trust.
F9 Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.