FORM 4
[ ] 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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OMB Number: 3235-0287
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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
                      

1. Name and Address of Reporting Person *

Steinberg David		 2. Issuer Name and Ticker or Trading Symbol

Zeta Global Holdings Corp. [ ZETA ] 		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)

6/8/2022
(Street)

NEW YORK, NY 10016
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 6/8/2022  G(1)  V 262500 D$0.00 1042500 I By ACI Investment Partners, LLC (2)
Class A Common Stock 6/8/2022  G(1)  V 26424 D$0.00 184932 I By Spouse 
Class A Common Stock         5727 (3)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock  (4)6/8/2022  G (1)  V   2495767   (4) (4)Class A Common Stock 2495767 $0.00 26876658 (5)I By ACI Investment Partners, LLC (2)
Class B Common Stock  (4)6/8/2022  G (1)  V   1311980   (4) (4)Class A Common Stock 1311980 $0.00 5570882 I By IAC Investment Company IX, LLC (6)
Class B Common Stock  (4)           (4) (4)Class A Common Stock 390870 (5) 390870 (5)I By Family Trusts (7)
Class B Common Stock  (4)           (4) (4)Class A Common Stock 15337  15337 I By CAIVIS Acquisition Corp. II (8)
Class B Common Stock  (4)           (4) (4)Class A Common Stock 194601  194601 I By Kica Investments LLC (9)
Explanation of Responses:
(1) Represents a transfer to a trust managed by an independent trustee that was established for trust, estate and tax planning purposes and will also be used to satisfy any tax withholding obligations arising from the vesting of certain restricted stock awards.
(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) Share balance includes stock purchased under an Employee Stock Purchase Plan (ESPP) not previously reported.
(4) The Class B common stock is convertible at any time at the option of the holder into Class A common stock on a one-to-one basis, and will convert automatically into Class A common stock on a one-to-one basis upon the earliest to occur of: (1) the first date on which the voting power of all then-outstanding shares of Class B Common Stock representing less than 10% of the combined voting power of all then-outstanding shares of Common Stock and (2) the date of the death or Disability (as defined in the Issuer's amended and restated certificate of incorporation) of Mr. Steinberg, and (b) upon the date specified by the holders of at least a majority of the then outstanding shares of Class B common stock, voting as a separate class.
(5) Reflects the transfer on June 8, 2022 of an aggregate of 7,760 shares of Class B Common Stock from the Family Trusts to ACI Investment Partners, LLC.
(6) Securities held directly by IAC Investment Company IX, LLC ("IAC"). Mr. Steinberg is the managing member of IAC. Mr. Steinberg disclaims beneficial ownership of the shares held directly by IAC except to the extent of his pecuniary interest therein, if any.
(7) Mr. Steinberg is co-trustee of each family trust and as a result may be deemed to share beneficial ownership of the securities held of record by each trust to the extent of his pecuniary interest therein, if any.
(8) Securities held direcly by CAIVIS Acquisition Corp. II ("CAIVIS"), which is a wholly owned subsidiary of CAIVIS Investment Company V, LLC, of which Mr. Steinberg is the majority sharheholder.
(9) Securities held directly by Kica Investments LLC ("Kica"), of which Mr. Steinberg is managing member. Mr. Steinberg disclaims beneficial ownership of the shares held directly by Kica except to the extent of his pecuniary interest therein, if any.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Steinberg David
3 PARK AVE, 33RD FLOOR
NEW YORK, NY 10016		XXChief Executive Officer
ACI Investment Partners, LLC
3 PARK AVE, 33RD FLOOR
NEW YORK, NY 10016
X
Signatures
ACI Investment Partners, LLC, /s/ David A. Steinberg, Managing Member6/10/2022
**Signature of Reporting PersonDate

David A. Steinberg, /s/ Steven Vine, Attorney-in-fact6/10/2022
**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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