SEC FORM 5

SEC FORM 5 SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

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. 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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2022

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/13/2022		G	226,875	D	$0.00	912,500⁽¹⁾	I	By ACI Investment Partners, LLC⁽²⁾
Class A Common Stock							7,321⁽³⁾	D
Class A Common Stock							184,932	I	By Spouse
Class A Common Stock							487,043⁽⁴⁾	I	By IAC Investment Company IX, LLC⁽⁵⁾

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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽⁶⁾	12/13/2022		G		365,128	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	365,128	$0.00	26,414,655⁽¹⁾	I	By ACI Investment Partners, LLC⁽²⁾
Class B Common Stock	⁽⁶⁾	12/28/2022		G		125,700	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	125,700	$0.00	26,288,955⁽¹⁾	I	By ACI Investment Partners, LLC⁽²⁾
Class B Common Stock	⁽⁶⁾	12/28/2022		G	120,000		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	120,000	$0.00	120,000	I	By Spouse
Class B Common Stock	⁽⁶⁾	12/28/2022		G	5,700		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	5,700	$0.00	396,570	I	By Family Trusts⁽⁷⁾
Class B Common Stock	⁽⁶⁾						⁽⁶⁾	⁽⁶⁾	Class A Common Stock	5,083,839⁽⁴⁾		5,083,839⁽⁴⁾	I	By IAC Investment Company IX, LLC⁽⁵⁾
Class B Common Stock	⁽⁶⁾						⁽⁶⁾	⁽⁶⁾	Class A Common Stock	15,337		15,337	I	By CAIVIS Acquisition Corp. II⁽⁸⁾
Class B Common Stock	⁽⁶⁾						⁽⁶⁾	⁽⁶⁾	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

10016

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ACI Investment Partners, LLC

(Last)

(First)

(Middle)

3 PARK AVE, 33RD FLOOR

(Street)

NEW YORK

10016

(City)

(State)

(Zip)

Explanation of Responses:

1. Reflects the conversion on July 31, 2022 of 96,875 shares of Class B Common Stock into Class A Common Stock.

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. Reflects the conversion on June 14, 2022 of 487,043 shares of Class B Common Stock into Class A 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. 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.

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 directly 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 shareholder.

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	02/14/2023
	/s/ David A. Steinberg	02/14/2023
	** 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).
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SEC Form 5: Steinberg David gifted 226,875 shares