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Filing Details

Accession Number:: 0000899243-22-038854
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-12-16 17:21:47
Reporting Period:: 2022-12-14

Accepted Time:: 2022-12-16 17:21:47
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1851003	Zeta Global Holdings Corp.	ZETA	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1241677	H Robert Niehaus	600 Lexington Ave., 31St Floor New York NY 10022	Yes	No	No	No
1505993	Greenhill Capital Partners (Ghl) Iii, L.p.	600 Lexington Ave. 31St Floor New York NY 10022	No	No	No	Yes
1505994	Greenhill Capital Partners (Employees) Iii, L.p.	600 Lexington Ave. 31St Floor New York NY 10022	No	No	No	Yes
1505995	Greenhill Capital Partners (Cayman Islands) Iii, L.p.	600 Lexington Ave. 31St Floor New York NY 10022	No	No	No	Yes
1505996	Greenhill Capital Partners Iii, L.p.	600 Lexington Ave., 31St Floor New York NY 10022	No	No	No	Yes
1724988	Gcp Capital Partners (Cayman) Iv, L.p.	600 Lexington Ave. 31St Floor New York NY 10022	No	No	No	Yes
1724991	Gcp Capital Partners Iv, L.p.	600 Lexington Ave. 31St Floor New York NY 10022	No	No	No	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2022-12-14	56,958	$9.08	16,311,202	No	4	S	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnote

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	35,128	Direct

Footnotes

The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 17, 2022.
Aggregate shares sold consist of (i) 28,624 shares of Class A common stock held directly by Greenhill Capital Partners III, L.P., of which GCP Managing Partner III, L.P. ("Greenhill III GP") is the general partner; (ii) 5,607 shares of Class A common stock held directly by Greenhill Capital Partners (Cayman Islands) III, L.P., of which Greenhill III GP is the general partner; (iii) 11,938 shares of Class A common stock held directly by Greenhill Capital Partners (Employees) III, L.P. of which Greenhill III GP is the general partner; (iv) 5,170 shares of Class A common stock held directly by Greenhill Capital Partners (GHL) III, L.P. of which Greenhill III GP is the general partner; (v) 5,515 shares of Class A common stock held directly by GCP Capital Partners IV, L.P. of which GCP Managing Partner IV, L.P. ("GCP IV GP") is the general partner; and
(Continued from Footnote 2) (vi) 104 shares of Class A common stock held directly by GCP Capital Partners (Cayman) IV, L.P. of which GCP IV GP is the general partner.
The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $9.00 to $9.26, inclusive. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission and any security holder of Zeta Global Holdings Corp., upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
Total shares consists of: (i) 7,736,234 shares of Class A common stock held directly by Greenhill Capital Partners III, L.P.; (ii) 1,515,362 shares of Class A common stock held directly by Greenhill Capital Partners (Cayman Islands) III, L.P.; (iii) 3,226,503 shares of Class A common stock held directly by Greenhill Capital Partners (Employees) III, L.P.; (iv) 1,397,421 shares of Class A common stock held directly by Greenhill Capital Partners (GHL) III, L.P.; (v) 1,510,299 shares of Class A common stock held directly by GCP Capital Partners IV, L.P.; and (vi) 28,452 shares of Class A common stock held directly by GCP Capital Partners (Cayman) IV, L.P.. Also includes 896,931 shares of restricted Class A common stock.
The general partner of Greenhill III GP is GCP Managing Partner III GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. The general partner of GCP IV GP is GCP Managing Partner IV GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. Mr. Niehaus, a member of the Issuer's board of directors, is a member of the investment committee of Greenhill Capital Partners, and may be deemed to share voting and investment power over the shares held by the entities associated with Greenhill Capital Partners.