Vivek Shah - Mar 6, 2024 Form 4 Insider Report for ZIFF DAVIS, INC. (ZD)

Role: Chief Executive Officer, Director
Signature: /s/ Jeremy Rossen, as Attorney-in-fact
Stock symbol: ZD
Transactions as of: Mar 6, 2024
Transactions value $: $0
Form type: 4
Date filed: 3/8/2024, 09:14 PM
Previous filing: Jan 2, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	ZD	Common Stock, $0.01 par value						218K	Mar 6, 2024	Direct	F1, F2
holding	ZD	Common Stock, $0.01 par value						110K	Mar 6, 2024	See footnote	F3
holding	ZD	Common Stock, $0.01 par value						240K	Mar 6, 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						435K	Mar 6, 2024	Common Stock $0.01 Par Value	435K	$68.97	Direct	F5, F6
holding	ZD	Restricted Stock Unit						71K	Mar 6, 2024	Common Stock $0.01 Par Value	71K		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.