Statement of Changes in Beneficial Ownership (4)
August 20 2021 - 04:31PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Steinberg David |
2. Issuer Name and Ticker or Trading Symbol
Zeta Global Holdings Corp.
[
ZETA
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
3 PARK AVE, 33RD FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/18/2021 |
(Street)
NEW YORK, NY 10016
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 8/18/2021 | | A | | 530000 (1) | A | $0.00 | 530000 | I | By ACI Investment Partners, LLC (2) |
Class A Common Stock | | | | | | | | 211356 | I | By Spouse |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Performance-based restricted stock units | (3) | 8/18/2021 | | A | | 400000 | | (4) | (4) | Class A Common Stock | 400000 | $0.00 | 400000 | I | By ACI Investment Partners, LLC (2) |
Explanation of Responses: |
(1) | Represents restricted stock awarded pursuant to Issuer's 2021 Incentive Award Plan. The restrictions lapse as follows: (a) 25% of the restricted stock vest one year from the grant date, and (b) 75% of the restricted stock shall start vesting one year from the grant date and shall vest in equal quarterly increments until four (4) years from the grant date. |
(2) | Securities held directly by ACI Investment Partners, LLC ("ACI"). Mr. Steinberg is the managing member of ACI. Mr. Steinberg disclaims beneficial ownership of the shares held directly by ACI except to the extent of his pecuniary interest therein, if any. |
(3) | Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock. |
(4) | 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 second fiscal quarter of 2022 and ending with, and including, the fourth fiscal quarter of 2025. 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 second and third 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, 2026. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Steinberg David 3 PARK AVE, 33RD FLOOR NEW YORK, NY 10016 | X | X | Chief Executive Officer |
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ACI Investment Partners, LLC 3 PARK AVENUE, 33RD FLOOR NEW YORK, NY 10016 |
| X |
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Signatures
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ACI Investment Partners, LLC, /s/ David A. Steinberg, Managing Member | | 8/20/2021 |
**Signature of Reporting Person | Date |
David A. Steinberg, /s/ Steven Vine, Attorney-in-fact | | 8/20/2021 |
**Signature of Reporting Person | Date |
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