SEC FORM 4

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^*

Gilbert Ryan Mark

(Last)

(First)

(Middle)

C/O FTAC ZEUS ACQUISITION CORP.

2929 ARCH STREET, SUITE 1703

(Street)

PHILADELPHIA

19104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FTAC ZEUS ACQUISITION CORP. [ ZING ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/23/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	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	11/23/2021		J⁽¹⁾		78,750⁽²⁾	A	$10	1,778,750⁽²⁾	I	By FTAC Zeus Sponsor, LLC⁽³⁾

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)	Code	V	(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)
Warrants	$11.5	11/23/2021		J⁽¹⁾		39,375		⁽⁴⁾	⁽⁵⁾	Class A Common Stock	39,375	$0	889,375	I	By FTAC Zeus Sponsor, LLC⁽³⁾
Class B Common Stock	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Class A Common Stock	7,215,000		7,215,000⁽⁷⁾	I	By FTAC Zeus Sponsor, LLC⁽³⁾
Class B Common Stock	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Class A Common Stock	6,794,583		6,794,583⁽⁷⁾	I	By FTAC Zeus Advisors, LLC⁽³⁾

Explanation of Responses:

1. Acquisition by FTAC Zeus Sponsor, LLC in connection with the full exercise of the underwriter's over-allotment option.

2. These shares underlie the same number of units of the issuer held by FTAC Zeus Sponsor, LLC.

3. These shares are held directly by the issuer's sponsors, FTAC Zeus Sponsor, LLC and FTAC Zeus Advisors, LLC, which are co-managed by the reporting person. As a result, all of the securities may be deemed to be beneficially held by the reporting person. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose.

4. The warrants will become exercisable 30 days after the consummation of the issuer's initial business combination.

5. The warrants will expire five years after the consummation of the issuer's initial business combination or earlier upon redemption of all of the issuer's outstanding Class A common shares or the issuer's liquidation.

6. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the issuer's charter documents and have no expiration date.

7. Represents shares of Class B common stock held by the issuer's sponsors, FTAC Zeus Sponsor, LLC and FTAC Zeus Advisors, LLC, after full exercise of the underwriter's over-allotment option.

	/s/ Ryan M. Gilbert	11/24/2021
	** 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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