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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Steinberg David (Last) (First) (Middle) 3 PARK AVE, 33RD FLOOR (Street) NEW YORK NY 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) X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 06/08/2022
	4. 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 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/08/2022		G(1)	V	262,500	D	$0.00	1,042,500	I	By ACI Investment Partners, LLC(2)
Class A Common Stock	06/08/2022		G(1)	V	26,424	D	$0.00	184,932	I	By Spouse
Class A Common Stock								5,727(3)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(4)	06/08/2022		G(1)	V		2,495,767	(4)	(4)	Class A Common Stock	2,495,767	$0.00	26,876,658(5)	I	By ACI Investment Partners, LLC(2)
Class B Common Stock	(4)	06/08/2022		G(1)	V		1,311,980	(4)	(4)	Class A Common Stock	1,311,980	$0.00	5,570,882	I	By IAC Investment Company IX, LLC(6)
Class B Common Stock	(4)							(4)	(4)	Class A Common Stock	390,870(5)		390,870(5)	I	By Family Trusts(7)
Class B Common Stock	(4)							(4)	(4)	Class A Common Stock	15,337		15,337	I	By CAIVIS Acquisition Corp. II(8)
Class B Common Stock	(4)							(4)	(4)	Class A Common Stock	194,601		194,601	I	By Kica Investments LLC(9)

1. Name and Address of Reporting Person* Steinberg David (Last) (First) (Middle) 3 PARK AVE, 33RD FLOOR (Street) NEW YORK NY 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 AVE, 33RD FLOOR (Street) NEW YORK NY 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 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.

Remarks:

	ACI Investment Partners, LLC, /s/ David A. Steinberg, Managing Member	06/10/2022
	David A. Steinberg, /s/ Steven Vine, Attorney-in-fact	06/10/2022
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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