0001127602-24-012599.txt : 20240405
0001127602-24-012599.hdr.sgml : 20240405
20240405170405
ACCESSION NUMBER: 0001127602-24-012599
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240403
FILED AS OF DATE: 20240405
DATE AS OF CHANGE: 20240405
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Gerber Steven H.
CENTRAL INDEX KEY: 0001861751
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40464
FILM NUMBER: 24827316
MAIL ADDRESS:
STREET 1: C/O ZETA GLOBAL HOLDINGS CORP.
STREET 2: 3 PARK AVENUE, 33RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10016
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Zeta Global Holdings Corp.
CENTRAL INDEX KEY: 0001851003
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
ORGANIZATION NAME: 06 Technology
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
1
form4.xml
PRIMARY DOCUMENT
X0508
4
2024-04-03
0001851003
Zeta Global Holdings Corp.
ZETA
0001861751
Gerber Steven H.
3 PARK AVE, 33RD FLOOR
NEW YORK
NY
10016
1
President & COO
0
Class A Common Stock
2024-04-05
4
M
0
5200
0
A
2188981
I
By Evergreen Revocable Trust
Class A Common Stock
2024-04-05
4
F
0
804
12.23
D
2188177
I
By Evergreen Revocable Trust
Performance-based restricted Stock units
2024-04-05
4
M
0
5200
0
D
Class A Common Stock
5200
137800
I
By Evergreen Revocable Trust
Performance-based restricted Stock units
2024-04-03
4
A
0
615000
0
A
Class A Common Stock
615000
615000
D
Performance-based restricted Stock units
2024-04-03
4
J
0
615000
0
D
Class A Common Stock
615000
0
D
Performance-based restricted Stock units
2024-04-03
4
J
0
615000
0
A
Class A Common Stock
615000
615000
I
By Evergreen Revocable Trust
On August 18, 2021, the reporting person was granted an award of performance-based restricted stock units ("PSUs"), which are earned in the form of restricted stock units based on the volume-weighted average closing price per share of the Issuer's Class A Common Stock during the final 20 consecutive trading days of each fiscal quarter. On April 5, 2024, the Issuer determined that the performance conditions had been partially met, resulting in these securities being earned, which securities vest in three equal annual installments beginning on April 5, 2024.
Securities held by Evergreen Revocable Trust, for which Mr. Gerber serves as trustee and beneficiary.
Withholding of shares in satisfaction of taxes due upon the vesting of PSUs under the Registrant's Incentive Award Plan.
Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock.
The remaining PSUs will be earned in the form of restricted stock based upon the volume-weighted average closing price per share of the Issuer's Class A Common Stock during the final 20 consecutive trading days of each fiscal quarter ending with, and including, the fourth fiscal quarter of 2025. To the extent earned, the restricted stock will vest in three equal annual installments, with the first installment vesting on the date the Company determines the number of shares of restricted stock that are eligible to be earned for such quarter, and the second and third installments vesting on the first and second anniversaries of such determination date, subject to the reporting person's continued service with the Company through each applicable vesting date. Any unearned portion of the PSUs are expected to expire on January 1, 2026.
Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.
The PSUs will be earned in the form of restricted stock units based upon the volume-weighted average closing price per share of the Issuer's Class A Common Stock during the final 20 consecutive trading days of each fiscal quarter beginning with the fourth fiscal quarter of 2024 and ending with, and including, the fourth fiscal quarter of 2028. To the extent earned, 33.33% of the restricted stock units will vest on the date the Company determines the number of restricted stock units that are eligible to be earned for such quarter, and the remaining restricted stock units will vest in equal installments every three months thereafter, subject to the reporting person's continued service with the Company through each applicable vesting date. Any unearned portion of the PSUs are expected to expire on January 1, 2029.
Represents a transfer for no consideration by Mr. Gerber to Evergreen Revocable Trust.
Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.
/s/ Steven Vine, Attorney-in-fact
2024-04-05