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

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1. Name and Address of Reporting Person* GPI Capital Gemini HoldCo LP (Last) (First) (Middle) 1345 AVENUE OF AMERICAS FLOOR 32, SUITE C (Street) NEW YORK NY 10105 (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. [ NYSE: ZETA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	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	24,297,578	D(1)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* GPI Capital Gemini HoldCo LP (Last) (First) (Middle) 1345 AVENUE OF AMERICAS FLOOR 32, SUITE C (Street) NEW YORK NY 10105 (City) (State) (Zip)

1. Name and Address of Reporting Person* Royan William T. (Last) (First) (Middle) 1345 AVENUE OF AMERICAS FLOOR 32, SUITE C (Street) NEW YORK NY 10105 (City) (State) (Zip)

Explanation of Responses:

1. The reported securities include 382,000 restricted shares of Class A Common Stock directly held by an affiliate of the Reporting Persons, all of which shares will vest in connection with the issuer's initial public offering. Each of the Reporting Persons expressly disclaim beneficial ownership of such shares held by such entities, except to the extent of such Reporting Person's pecuniary interest therein.

Remarks:

Exhibit 24.1 - Power of Attorney.

	GPI Capital Gemini HoldCo LP, By: Mateo Goldman, as Attorney in Fact	06/09/2021
	William Royan, By: Mateo Goldman, as 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).
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