Ziff Davis (ZD) Form 4 ZIFF DAVIS / JEREMY ROSSEN ownership change

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^*

ROSSEN JEREMY

(Last) (First) (Middle)

ZIFF DAVIS INC

114 5TH AVE,14TH AND 15TH FLOOR

(Street)

NEW YORK NY 10011

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ZIFF DAVIS, INC. [ ZD ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP/General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2024

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock $0.01 Par Value	03/03/2024		M		2,495	A	$0	9,556	D
Common Stock $0.01 Par Value	03/03/2024		F		953	D	$68.76	8,603	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
Common Stock $0.01 Par Value	(1)	03/03/2024		M			1,384	(2)	(2)	Common Stock $0.01 Par Value	1,384	$0	2,769	D
Common Stock $0.01 Par Value	(1)	03/03/2024		M			1,111	(3)	(3)	Common Stock $0.01 Par Value	1,111	$0	1,111	D

Explanation of Responses:

1. Restricted stock units convert into common stock on a one-for-one basis.

2. On March 3, 2022, the reporting person was granted 5,537 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date. There are no expiration dates on RSUs.

3. On March 3, 2021, the reporting person was granted 4,083 restricted stock units ("RSUs") vesting in four annual installments beginning on the first anniversary of the grant date. In connection with the spin-off of Consensus Cloud Solutions by the Issuer on October 7, 2021, the RSUs were subject to anti-dilution adjustment and the total number of RSUs was increased to 4,443. There are no expiration dates on RSUs.

Remarks:

	/s/ Jeremy Rossen	03/05/2024
	** 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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