SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Greiner Christopher E

(Last)

(First)

(Middle)

3 PARK AVENUE, 33RD FLOOR

(Street)

NEW YORK

10016

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Zeta Global Holdings Corp. [ ZETA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/05/2024		M		5,200⁽¹⁾	A	$0	1,627,026⁽²⁾	D
Class A Common Stock	04/05/2024		F		682⁽³⁾	D	$12.23	1,626,344⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance-based restricted Stock units	⁽⁴⁾	04/05/2024		M			5,200⁽¹⁾	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	5,200	$0	137,800	D
Performance-based restricted Stock units	⁽⁴⁾	04/03/2024		A		537,500		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	537,500	$0	537,500	D

Explanation of Responses:

1. 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 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.

2. Share balance includes stock purchased under an Employee Stock Purchase Plan (ESPP) not previously reported.

3. Withholding of shares in satisfaction of taxes due upon the vesting of PSUs under the Registrant's Incentive Award Plan.

4. Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.

5. 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.

6. 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.

	/s/ Steven Vine, Attorney-in-fact	04/05/2024
	** Signature of Reporting Person	Date
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).
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