Robert H. Niehaus - Nov 14, 2022 Form 4 Insider Report for Zeta Global Holdings Corp. (ZETA)

Role
Director
Signature
/s/ Robert Niehaus
Stock symbol
ZETA
Transactions as of
Nov 14, 2022
Transactions value $
-$297,150
Form type
4
Date filed
11/16/2022, 05:26 PM
Previous filing
Oct 31, 2022
Next filing
Dec 13, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ZETA Common Stock Sale -$246K -27.3K -0.16% $9.01 16.6M Nov 14, 2022 See Footnote F1, F2, F3
transaction ZETA Common Stock Sale -$51.6K -5.7K -0.03% $9.04 16.6M Nov 15, 2022 See Footnote F3, F4, F5, F6, F7
holding ZETA Common Stock 35.1K Nov 14, 2022 Direct
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 17, 2022.
F2 The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $9.00 to $9.04, 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.
F3 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.
F4 Aggregate shares sold consist of (i) 16,565 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) 3,245 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) 6,909 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) 2,992 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) 3,191 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
F5 (Continued from Footnote 4) (vi) 59 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.
F6 The price reported is a weighted average price. These shares were purchased in multiple transactions ranging from $9.00 to $9.20, 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.
F7 Total shares consists of: (i) 7,875,807 shares of Class A common stock held directly by Greenhill Capital Partners III, L.P.; (ii) 1,542,701 shares of Class A common stock held directly by Greenhill Capital Partners (Cayman Islands) III, L.P.; (iii) 3,284,713 shares of Class A common stock held directly by Greenhill Capital Partners (Employees) III, L.P.; (iv) 1,422,631 shares of Class A common stock held directly by Greenhill Capital Partners (GHL) III, L.P.; (v) 1,537,188 shares of Class A common stock held directly by GCP Capital Partners IV, L.P.; and (vi) 28,959 shares 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.

Remarks:

See Exhibit 99.1 - Joint Filer Information