SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Steinberg David

(Last)

(First)

(Middle)

3 PARK AVE, 33RD FLOOR

(Street)

NEW YORK

10016

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/09/2021

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

4. 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

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

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	211,356⁽¹⁾	I	By Spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	30,572,357⁽³⁾	⁽²⁾	I	By ACI Investment Partners, LLC⁽⁴⁾
Class B Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	15,337	⁽²⁾	I	By CAIVIS Acquisition Corp. II⁽⁵⁾
Class B Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	194,601	⁽²⁾	I	By Kica Investments LLC⁽⁶⁾
Class B Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	8,282,862⁽⁷⁾	⁽²⁾	I	By IAC Investment Company IX, LLC⁽⁸⁾
Class B Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	398,630⁽⁹⁾	⁽²⁾	I	By Family Trusts⁽¹⁰⁾

1. Name and Address of Reporting Person^*

Steinberg David

(Last)

(First)

(Middle)

3 PARK AVE, 33RD FLOOR

(Street)

NEW YORK

10016

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ACI Investment Partners, LLC

(Last)

(First)

(Middle)

3 PARK AVENUE, 33RD FLOOR

(Street)

NEW YORK

10016

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Represents shares of restricted stock. Each share of restricted stock entitles the holder to receive one share of Class A common stock. The restricted stock vests in sixteen quarterly installments beginning one year after the closing of the Issuer's initial public offering and does not expire.

2. 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.

3. Includes 19,119,010 shares of restricted stock. Each share of restricted stock entitles the holder to receive one share of Class B common stock. The restricted stock vests in sixteen quarterly installments beginning one year after the closing of the Issuer's initial public offering and does not expire.

4. 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 AMI except to the extent of his pecuniary interest therein, if any.

5. 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.

6. 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.

7. Includes 95,819 shares of restricted stock. Each share of restricted stock entitles the holder to receive one share of Class B common stock. The restricted stock vests in sixteen quarterly installments beginning one year after the closing of the Issuer's initial public offering and does not expire.

8. 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.

9. Includes 62,006 shares of restricted stock. Each share of restricted stock entitles the holder to receive one share of Class B common stock. The restricted stock vests in sixteen quarterly installments beginning one year after the closing of the Issuer's initial public offering and does not expire.

10. 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.

Remarks:

Exhibit 24 - Power of Attorney.

	ACI Investment Partners, LLC, /s/ David A. Steinberg, Managing Member	06/09/2021
	David A. Steinberg, /s/ Kristina Agassi, Attorney-in-fact	06/09/2021
	** 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 5 (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 Number.