0000950170-24-042341.txt : 20240405 0000950170-24-042341.hdr.sgml : 20240405 20240405170659 ACCESSION NUMBER: 0000950170-24-042341 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240405 FILED AS OF DATE: 20240405 DATE AS OF CHANGE: 20240405 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Steinberg David CENTRAL INDEX KEY: 0001308562 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40464 FILM NUMBER: 24827355 MAIL ADDRESS: STREET 1: 1010 WISCONSIN AVE STREET 2: SUITE 600 CITY: WASHINGTON STATE: DC ZIP: 20007 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ACI Investment Partners, LLC CENTRAL INDEX KEY: 0001861905 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40464 FILM NUMBER: 24827354 BUSINESS ADDRESS: STREET 1: 3 PARK AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: (212) 967-5055 MAIL ADDRESS: STREET 1: 3 PARK AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Zeta Global Holdings Corp. CENTRAL INDEX KEY: 0001851003 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology IRS NUMBER: 800814458 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3 PARK AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: (212) 967-5055 MAIL ADDRESS: STREET 1: 3 PARK AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 4 1 ownership.xml 4 X0508 4 2024-04-05 0001851003 Zeta Global Holdings Corp. ZETA 0001308562 Steinberg David 3 PARK AVE, 33RD FLOOR NEW YORK NY 10016 true true true false Chief Executive Officer 0001861905 ACI Investment Partners, LLC 3 PARK AVENUE, 33RD FLOOR NEW YORK NY 10016 false false true false false Class A Common Stock 2024-04-05 4 M false 10400 0 A 1604403 I By ACI Investment Partners, LLC Class A Common Stock 2024-04-05 4 F false 1365 12.23 D 1603038 I By ACI Investment Partners, LLC Class A Common Stock 105660 I By Spouse Class A Common Stock 487043 I By IAC Investment Company IX, LLC Class A Common Stock 10154 D Performance-Based Restricted Stock Units 2024-04-03 4 A false 1343850 0 A Class A Common Stock 1343850 1343850 D Performance-Based Restricted Stock Units 2024-04-03 4 J false 1343850 0 D Class A Common Stock 1343850 0 D Performance-Based Restricted Stock Units 2024-04-03 4 J false 1343850 0 A Class A Common Stock 1343850 1343850 I By ACI Investment Partners, LLC Performance-Based Restricted Stock Units 2024-04-05 4 M false 10400 0 D Class A Common Stock 10400 275600 I By ACI Investment Partners, LLC Class B Common Stock Class A Common Stock 5059578 5059578 I By IAC Investment Company IX, LLC Class B Common Stock Class A Common Stock 209938 209938 I By CAIVIS Acquisition Corp. II Class B Common Stock Class A Common Stock 0 0 I By Kica Investments LLC Class B Common Stock Class A Common Stock 464354 464354 I By Family Trusts Class B Common Stock Class A Common Stock 47676 47676 I By Spouse 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 units 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. 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. Withholding of shares in satisfaction of taxes due upon the vesting of PSUs under the Registrant's Incentive Award Plan. 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. Share balance includes stock purchased under an Employee Stock Purchase Plan (ESPP) not previously reported. Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. 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. Represents a transfer for no consideration by Mr. Steinberg to ACI. The remaining 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 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 first and second 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. 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. Reflects the transfer on March 11, 2024, of 194,601 shares of Class B Common Stock from Kica Investments LLC, of which Mr. Steinberg is managing member, to CAIVIS Acquisition Corp. II ("CAIVIS"). Securities held direcly by CAIVIS, which is a wholly owned subsidiary of CAIVIS Investment Company V, LLC, of which Mr. Steinberg is the majority shareholder. 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. ACI Investment Partners, LLC, /s/ David A. Steinberg, Managing Member 2024-04-05 David A. Steinberg, /s/ Steven Vine, Attorney-in-fact 2024-04-05