0001193125-24-033812.txt : 20240213 0001193125-24-033812.hdr.sgml : 20240213 20240213163158 ACCESSION NUMBER: 0001193125-24-033812 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240213 DATE AS OF CHANGE: 20240213 GROUP MEMBERS: ACI INVESTMENT PARTNERS, LLC SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-93467 FILM NUMBER: 24626617 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Steinberg David CENTRAL INDEX KEY: 0001308562 ORGANIZATION NAME: FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 1010 WISCONSIN AVE STREET 2: SUITE 600 CITY: WASHINGTON STATE: DC ZIP: 20007 SC 13G/A 1 d743738dsc13ga.htm SC 13G/A SC 13G/A

 

 

Securities and Exchange Commission

Washington, D.C. 20549

 

 

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

 

 

Zeta Global Holdings Corp.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

98956A105

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 98956A105    Schedule 13G    Page 1 of 7

 

 1   

 Names of Reporting Persons

 

 David A. Steinberg

 2  

 Check the Appropriate Box if a Member of a Group

 (a) ☐  (b) ☐

 

 3  

 SEC Use Only

 

 4  

 Citizenship or Place of Organization

 

 United States

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With

    5    

 Sole Voting Power

 

 10,154

   6   

 Shared Voting Power

 

 32,417,195

   7   

 Sole Dispositive Power

 

 10,154

   8   

 Shared Dispositive Power

 

 31,242,195

 9   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 32,427,349

10  

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

 Not Applicable

11  

 Percent of Class Represented by Amount in Row 9

 

 15.2%

12  

 Type of Reporting Person

 

 IN

CUSIP No. 98956A105    Schedule 13G    Page 2 of 7

 

 1   

 Names of Reporting Persons

 

 ACI Investment Partners, LLC

 2  

 Check the Appropriate Box if a Member of a Group

 (a) ☐  (b) ☐

 

 3  

 SEC Use Only

 

 4  

 Citizenship or Place of Organization

 

 Delaware

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With

    5    

 Sole Voting Power

 

 0

   6   

 Shared Voting Power

 

 24,867,946

   7   

 Sole Dispositive Power

 

 0

   8   

 Shared Dispositive Power

 

 24,867,946

 9   

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 24,867,946

10  

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

 Not Applicable

11  

 Percent of Class Represented by Amount in Row 9

 

 12.0%

12  

 Type of Reporting Person

 

 OO

CUSIP No. 98956A105    Schedule 13G    Page 3 of 7

 

ITEM 1.

(a)   Name of Issuer:

Zeta Global Holdings Corp. (the “Issuer”).

 

  (b)

Address of Issuer’s Principal Executive Offices:

3 Park Ave, 33rd Floor, New York, NY 10016

 

ITEM 2.

(a)   Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

David A. Steinberg

ACI Investment Partners, LLC

 

  (b)

Address or Principal Business Office:

The principal business address of each of the Reporting Persons is c/o Zeta Global Holdings Corp., 3 Park Ave, 33rd Floor, New York, NY 10016.

 

  (c)

Citizenship of each Reporting Person is:

David A. Steinberg is a citizen of the United States. ACI Investment Partners, LLC is organized under the laws of the State of Delaware.

 

  (d)

Title of Class of Securities:

Class A common stock, par value $0.001 per share (“Class A Common Stock”).

 

  (e)

CUSIP Number:

98956A105

 

ITEM 3.

Not applicable.

CUSIP No. 98956A105    Schedule 13G    Page 4 of 7

 

ITEM 4.

Ownership.

(a-c)

The ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer as of December 31, 2023, based upon 184,418,210 shares of Class A Common Stock outstanding as of October 27, 2023, based on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023.

 

Reporting Person   

Amount

beneficially

owned

     

Percent

of class:

     Sole power
to vote or to
direct the
vote:		      Shared power
to vote or to
direct the vote:		     

Sole power
to dispose
or to
direct the
disposition

of:

     

Shared

power to

dispose or

to direct

the

disposition

of:

  

David A. Steinberg

      32,427,349        15.2 %      10,154        32,417,195        10,154        31,242,195  

ACI Investment Partners, LLC

      24,867,946        12.0 %      0        24,867,946        0        24,867,946  

Mr. Steinberg may be deemed the beneficial owner of 32,427,349 shares of Class A Common Stock, which includes: (i) 15,337 shares of Class A Common Stock issuable upon conversion of Class B common stock held of record by CAIVIS Acquisition Corp. II, which is a wholly owned subsidiary of CAIVIS Investment Company V, LLC, of which Mr. Steinberg is the majority shareholder; (ii) 194,601 shares of Class A Common Stock issuable upon conversion of Class B common stock held of record by Kica Investments LLC, of which Mr. Steinberg is managing member; (iii) 5,059,578 shares of Class A Common Stock issuable upon conversion of Class B common stock and 487,043 shares of Class A Common Stock held of record by IAC Investment Company IX, LLC, of which Mr. Steinberg is managing member; (iv) 47,676 shares of Class A Common Stock issuable upon conversion of Class B common stock and 105,660 shares of restricted Class A Common Stock held by Kristen Steinberg, Mr. Steinberg’s spouse; (v) 23,273,943 shares of Class A Common Stock issuable upon conversion of Class B common stock and 1,594,003 shares of Class A Common Stock held of record by ACI Investment Partners, LLC, of which Mr. Steinberg is the managing member; and (vi) 464,354 shares of Class A Common Stock issuable upon conversion of Class B common stock held of record by five irrevocable family trusts, of which Mr. Steinberg is co-trustee. Also includes 1,175,000 shares of Class A common stock held by Kristin Kuehl, with whom Mr. Steinberg is party to a voting agreement, and over which Mr. Steinberg may be deemed to share voting power, but not dispositive power. 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.

 

ITEM 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

CUSIP No. 98956A105    Schedule 13G    Page 5 of 7

 

ITEM 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

ITEM 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

 

ITEM 8.

Identification and Classification of Members of the Group.

Not applicable.

 

ITEM 9.

Notice of Dissolution of Group.

Not applicable.

 

ITEM 10.

Certification.

Not applicable.

CUSIP No. 98956A105    Schedule 13G    Page 6 of 7

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 13, 2024

 

ACI Investment Partners, LLC
By:  

/s/ David A. Steinberg

Name:   David A. Steinberg
Title:   Managing Member
David A. Steinberg

/s/ David A. Steinberg

CUSIP No. 98956A105    Schedule 13G    Page 7 of 7

 

LIST OF EXHIBITS

 

Exhibit No.

   

Description

99    Joint Filing Agreement (previously filed).