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
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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)
06/14/2021
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
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 (1) 06/14/2021 A 700,000(2) (1) (1) Class A Common Stock 700,000 $0.00 31,272,357 I By ACI Investment Partners, LLC(3)
Class B Common Stock (1) 06/14/2021 D 2,307,692(4) (1) (1) Class A Common Stock 2,307,692 $10 28,964,665 I By ACI Investment Partners, LLC(3)
Class B Common Stock (1) (1) (1) Class A Common Stock 8,282,862 8,282,862 I By IAC Investment Company IX, LLC(5)
Class B Common Stock (1) (1) (1) Class A Common Stock 15,337 15,337 I By CAIVIS Acquisition Corp. II(6)
Class B Common Stock (1) (1) (1) Class A Common Stock 194,601 194,601 I By Kica Investments LLC(7)
Class B Common Stock (1) (1) (1) Class A Common Stock 398,630 398,630 I By Family Trusts(8)
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)
1. Name and Address of Reporting Person*
ACI Investment Partners, LLC

(Last) (First) (Middle)
3 PARK AVENUE, 33RD FLOOR

(Street)
NEW YORK NY 10016

(City) (State) (Zip)
Explanation of Responses:
1. 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.
2. Represents an award of restricted Class B common stock. The restricted Class B common stock vests in sixteen quarterly installments beginning one year after the closing of the Issuer's initial public offering and does not expire.
3. 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.
4. Represents a disposition to the Issuer of 540,000 shares of restricted Class B common stock and 1,767,692 shares of Class B common stock.
5. 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.
6. 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.
7. 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.
8. 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:
ACI Investment Partners, LLC, /s/ David A. Steinberg, Managing Member 06/15/2021
David A. Steinberg, /s/ Kristina Agassi, Attorney-in-fact 06/15/2021
** 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 4 (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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