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). | |||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Zeta Global Holdings Corp. [ ZETA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/22/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Class A Common Stock | 11/22/2023 | D | 50,000 | D | $8.66 | 481,041 | D | |||
Class A Common Stock | 1,940 | I | By Capital Management Systems, LLC(1) | |||||||
Class A Common Stock | 36,676 | I | By CMS Holdco, LLC(2) | |||||||
Class A Common Stock | 1,850 | I | By CMS Sub Management Company(3) | |||||||
Class A Common Stock | 185 | I | By MSPS Platinum, Inc.(4) | |||||||
Class A Common Stock | 200,000 | I | By CMS Platinum Fund, L.P.(5) | |||||||
Class A Common Stock | 47,895 | I | By Mainline Special Opportunities Fund, LP(6) | |||||||
Class A Common Stock | 607,165 | I | By Spouse |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
Explanation of Responses: |
1. Securities held directly by Capital Management Systems, LLC, of which Mr. Landman is a managing member. Mr. Landman disclaims beneficial ownership of the shares held directly by Capital Management Systems, LLC except to the extent of his pecuniary interest therein, if any. |
2. Securities held directly by CMS Holdco, LLC, of which Mr. Landman is a managing member. Mr. Landman disclaims beneficial ownership of the shares held directly by CMS Holdco, LLC except to the extent of his pecuniary interest therein, if any. |
3. Securities held directly by CMS Sub Management Company, a Pennsylvania corporation, of which Mr. Landman is a director and executive officer. Mr. Landman disclaims beneficial ownership of the shares held directly by CMS Sub Management Company except to the extent of his pecuniary interest therein, if any. |
4. Securities held directly by MSPS Platinum, Inc., a Delaware corporation, of which Mr. Landman is a director and executive officer. Mr. Landman disclaims beneficial ownership of the shares held directly by MSPS Platinum, Inc. except to the extent of his pecuniary interest therein, if any. |
5. Securities held directly by CMS Platinum Fund, L.P. ("CMS"), of which CMS Platinum Associates, L.P. is general partner, and then MSPS Platinum, Inc. is the general partner of CMS Platinum Associates, L.P. William Landman is a director and executive officer of MSPS Platinum, Inc. Each of MSPS Platinum, Inc., CMS Platinum Associates, L.P. and Mr. Landman disclaims beneficial ownership of the shares held directly by CMS except to the extent of their pecuniary interest therein, if any. |
6. Securities held directly by MainLine Special Opportunities Fund, L.P. ("MainLine"), of which MainLine SO Associates, L.P. is general partner, and then MainLine SO GP, LLC is the general partner of MainLine's general partner. Mr. Landman is MainLine SO GO, LLC's manager. Mr. Landman, MainLine SO GP, LLC and MainLine SO Associates, L.P. disclaim beneficial ownership of the shares held directly by MainLine except to the extent of their pecuniary interest therein, if any. |
/s/ Steven Vine, Attorney-In-Fact | 11/27/2023 | |
** 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). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |