Vivek Shah - 06 Mar 2024 Form 4 Insider Report for ZIFF DAVIS, INC. (ZD)

Signature
/s/ Jeremy Rossen, as Attorney-in-fact
Issuer symbol
ZD
Transactions as of
06 Mar 2024
Net transactions value
$0
Form type
4
Filing time
08 Mar 2024, 21:14:53 UTC
Previous filing
02 Jan 2024
Next filing
25 Nov 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ZD Common Stock, $0.01 par value 217,807 06 Mar 2024 Direct F1, F2
holding ZD Common Stock, $0.01 par value 110,000 06 Mar 2024 See footnote F3
holding ZD Common Stock, $0.01 par value 239,868 06 Mar 2024 See footnote F4

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
holding ZD Option to Purchase Common Stock 435,135 06 Mar 2024 Common Stock $0.01 Par Value 435,135 $68.97 Direct F5, F6
holding ZD Restricted Stock Unit 71,023 06 Mar 2024 Common Stock $0.01 Par Value 71,023 Direct F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 In connection with the spin-off of Consensus Cloud Solutions, Inc. by the Issuer on October 7, 2021 (the "Spin-off"), outstanding Restricted Stock Awards ("RSAs") and Performance Stock Awards ("PSAs"), including RSAs and PSAs previously granted to the Reporting Person, were subject to anti-dilution adjustments ("Anti-Dilution Adjustment"). The total number of shares reported include the additional 10,985 RSAs and 13,181 PSAs held by the Reporting Person as a result of the Anti-Dilution Adjustment.
F2 The number of shares directly owned by the Reporting Person has been adjusted to reflect a reconciliation to the Reporting Person's account records.
F3 Reflects shares held by the Vivek R Shah Irrevocable Family Trust, of which the Reporting Person's spouse is the trustee and the Reporting Person's spouse and children are the beneficiaries.
F4 Reflects shares transferred by the Reporting Person to the Vivek R Shah Revocable Trust, of which the Reporting Person is the beneficiary and trustee, in multiple transfers.
F5 In connection with the Spin-off, the outstanding stock options previously granted to the Reporting Person were subject to the Anti-Dilution Adjustment. As a result of the Anti-Dilution Adjustment, the total number of stock options were adjusted to include the additional 35,135 stock options held by the reporting person and the exercise price was adjusted from $75.03 to $68.97.
F6 These stock options vest in eight (8) equal annual installments commencing on January 1, 2019.
F7 Restricted stock units convert into common stock on a one-for-one basis.
F8 On March 6, 2024, the reporting person was granted 71,023 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date. There are no expiration dates on RSUs.