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Form 4 Zeta Global Holdings For: Aug 03 Filed by: NIEHAUS ROBERT H

August 8, 2022 9:59 PM EDT

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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 *
NIEHAUS ROBERT H

(Last) (First) (Middle)
600 LEXINGTON AVE.,
31ST FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Zeta Global Holdings Corp. [ ZETA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/03/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 08/03/2022   S   200,000 (1) (2) D $ 7.03 (3) 16,946,891 (4) I See footnote (5)
Common Stock               35,128 D  
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents shares of Class A common stock sold and consists 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
2. (Continued from Footnote 1) (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.
3. The price reported in Column 4 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.
4. 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.
5. 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.
Remarks:
See Exhibit 99.1 - Joint Filer Information
/s/ Robert Niehaus 08/08/2022
** 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.
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








 


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