0000899243-22-028323.txt : 20220811 0000899243-22-028323.hdr.sgml : 20220811 20220811060513 ACCESSION NUMBER: 0000899243-22-028323 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220804 FILED AS OF DATE: 20220811 DATE AS OF CHANGE: 20220811 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NIEHAUS ROBERT H CENTRAL INDEX KEY: 0001241677 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40464 FILM NUMBER: 221153500 MAIL ADDRESS: STREET 1: 4747 GAILLARDIA PARKWAY CITY: OKLAHOMA CITY STATE: OK ZIP: 73142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Greenhill Capital Partners (GHL) III, L.P. CENTRAL INDEX KEY: 0001505993 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40464 FILM NUMBER: 221153497 BUSINESS ADDRESS: STREET 1: 300 PARK AVENUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 389-1561 MAIL ADDRESS: STREET 1: 300 PARK AVENUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Greenhill Capital Partners (Employees) III, L.P. CENTRAL INDEX KEY: 0001505994 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40464 FILM NUMBER: 221153498 BUSINESS ADDRESS: STREET 1: 300 PARK AVENUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 389-1561 MAIL ADDRESS: STREET 1: 300 PARK AVENUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Greenhill Capital Partners (Cayman Islands) III, L.P. CENTRAL INDEX KEY: 0001505995 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40464 FILM NUMBER: 221153496 BUSINESS ADDRESS: STREET 1: 300 PARK AVENUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 389-1561 MAIL ADDRESS: STREET 1: 300 PARK AVENUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Greenhill Capital Partners III, L.P. CENTRAL INDEX KEY: 0001505996 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40464 FILM NUMBER: 221153499 BUSINESS ADDRESS: STREET 1: 300 PARK AVENUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 389-1561 MAIL ADDRESS: STREET 1: 300 PARK AVENUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GCP Capital Partners (Cayman) IV, L.P. CENTRAL INDEX KEY: 0001724988 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40464 FILM NUMBER: 221153495 BUSINESS ADDRESS: STREET 1: C/O GCP CAPITAL PARTNERS LLC STREET 2: 600 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-894-0600 MAIL ADDRESS: STREET 1: C/O GCP CAPITAL PARTNERS LLC STREET 2: 600 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GCP Capital Partners IV, L.P. CENTRAL INDEX KEY: 0001724991 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40464 FILM NUMBER: 221153494 BUSINESS ADDRESS: STREET 1: C/O GCP CAPITAL PARTNERS LLC STREET 2: 600 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-894-0600 MAIL ADDRESS: STREET 1: C/O GCP CAPITAL PARTNERS LLC STREET 2: 600 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Zeta Global Holdings Corp. CENTRAL INDEX KEY: 0001851003 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 800814458 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3 PARK AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: (212) 967-5055 MAIL ADDRESS: STREET 1: 3 PARK AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 4/A 1 doc4a.xml FORM 4/A SUBMISSION X0306 4/A 2022-08-04 2022-08-08 0 0001851003 Zeta Global Holdings Corp. ZETA 0001241677 NIEHAUS ROBERT H 600 LEXINGTON AVE., 31ST FLOOR NEW YORK NY 10022 1 0 0 0 0001505996 Greenhill Capital Partners III, L.P. 600 LEXINGTON AVE., 31ST FLOOR NEW YORK NY 10022 0 0 0 1 Other 0001505994 Greenhill Capital Partners (Employees) III, L.P. 600 LEXINGTON AVE. 31ST FLOOR NEW YORK NY 10022 0 0 0 1 Other 0001505993 Greenhill Capital Partners (GHL) III, L.P. 600 LEXINGTON AVE. 31ST FLOOR NEW YORK NY 10022 0 0 0 1 Other 0001505995 Greenhill Capital Partners (Cayman Islands) III, L.P. 600 LEXINGTON AVE. 31ST FLOOR NEW YORK NY 10022 0 0 0 1 Other 0001724988 GCP Capital Partners (Cayman) IV, L.P. 600 LEXINGTON AVE. 31ST FLOOR NEW YORK NY 10022 0 0 0 1 Other 0001724991 GCP Capital Partners IV, L.P. 600 LEXINGTON AVE. 31ST FLOOR NEW YORK NY 10022 0 0 0 1 Other Common Stock 2022-08-04 4 S 0 37842 7.06 D 17109049 I See footnote Common Stock 2022-08-05 4 S 0 47994 7.05 D 17061055 I See Footnote Common Stock 2022-08-08 4 S 0 114164 7.00 D 16946891 I See Footnote Common Stock 35128 D The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $7.00 to $7.27, 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. 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. The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $7.00 to $7.20, 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. Aggregate shares sold consist of (i) 100,509 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) 19,688 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) 41,919 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) 18,155 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) 19,364 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 4) (vi) 365 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 $7.00 to $7.07, 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) 8,055,699 shares of Class A common stock held directly by Greenhill Capital Partners III, L.P.; (ii) 1,577,938 shares of Class A common stock held directly by Greenhill Capital Partners (Cayman Islands) III, L.P.; (iii) 3,359,740 shares of Class A common stock held directly by Greenhill Capital Partners (Employees) III, L.P.; (iv) 1,455,125 shares of Class A common stock held directly by Greenhill Capital Partners (GHL) III, L.P.; (v) 1,571,847 shares of Class A common stock held directly by GCP Capital Partners IV, L.P.; and (vi) 29,611shares 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. See Exhibit 99.1 - Joint Filer Information The original Form 4, filed on August 8, 2022, is being amended by this Form 4 solely to correct a scrivener's error, which resulted in the wrong date of transaction being reported. /s/ Robert Niehaus 2022-08-11 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

Exhibit 99.1

                            Joint Filer Information

Each of the following joint filers has designated Greenhill Capital Partners
III, L.P. as the "Designated Filer" for purposes of the attached Form 4:

Date of Event Requiring Statement: August 3, 2022 Issuer Name and Ticker or
Trading Symbol: Zeta Global Holdings Corp. [ZETA]

       1. Greenhill Capital Partners III, L.P.
          600 Lexington Ave.
          31st Floor
          New York, NY 10022

       2. Greenhill Capital Partners (Employees) III, L.P.
          600 Lexington Ave.
          31st Floor
          New York, NY 10022

       3. Greenhill Capital Partners (GHL) III, L.P.
          600 Lexington Ave.
          31st Floor
          New York, NY 10022

       4. Greenhill Capital Partners (Cayman Islands) III, L.P.
          600 Lexington Ave.
          31st Floor
          New York, NY 10022

       5. GCP Capital Partners (Cayman) IV, L.P.
          600 Lexington Ave.
          31st Floor
          New York, NY 10022

       6. GCP Capital Partners IV, L.P.
          600 Lexington Ave.
          31st Floor
          New York, NY 10022

Greenhill Capital Partners  III, L.P

By:                                   /s/ Boris Gutin
                                    -----------------------------
Name: Boris Gutin Title:
Managing Director


Greenhill Capital Partners (Employees) III, L.P.

By:                                   /s/ Boris Gutin
                                    -----------------------------
Name: Boris Gutin
Title: Managing Director


Greenhill Capital Partners (GHL) III, L.P.

By:                                   /s/ Boris Gutin
                                    -----------------------------
Name: Boris Gutin
Title: Managing Director


Greenhill Capital Partners (Cayman Islands) III, L.P.

By:                                   /s/ Boris Gutin
                                    -----------------------------
Name: Boris Gutin
Title: Managing Director


GCP Capital Partners (Cayman) IV, L.P.

By:                                   /s/ Boris Gutin
                                    -----------------------------
Name: Boris Gutin
Title: Managing Director


GCP Capital Partners IV, L.P.

By:                                   /s/ Boris Gutin
                                    -----------------------------
Name: Boris Gutin
Title: Managing Director