Zeta Global (ZETA) Form 4 Zeta Global / WILLIAM LANDMAN 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^*

LANDMAN WILLIAM

(Last) (First) (Middle)

308 E LANCASTER AVE, SUITE 300

(Street)

WYNNEWOOD PA 19096

(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)
07/01/2022

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
Class A Common Stock	07/01/2022		A		35,128(1)	A	$0.00	37,088	D
Class A Common Stock	07/01/2022		A		5,530(2)	A	$4.52	42,618	D
Class A Common Stock	07/01/2022		J(3)		9,815,184	D	$0.00	200,000	I	By CMS Platinum Fund, L.P.(4)
Class A Common Stock								1,850(5)	I	By CMS Sub Management Company(6)
Class A Common Stock								1,940(5)	I	By Capital Management Systems, LLC(7)
Class A Common Stock								36,676(5)	I	By CMS Holdco, LLC(8)
Class A Common Stock								1,303,533(5)	I	By CMS Back-End Entity VII-A, L.P.(9)
Class A Common Stock								185(5)	I	By MSPS Platinum, Inc.(10)
Class A Common Stock								47,895	I	By Mainline Special Opportunities Fund, LP(11)
Class A Common Stock								405,156	I	By CMS/CAIVIS Partners(12)
Class A Common Stock								607,165	I	By Spouse

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 an award of restricted stock which vests in four equal installments on July 1, 2023, October 1, 2023, January 1, 2024 and April 1, 2024.

2. Represents payment of the reporting person's quarterly retainer for director services in the form of restricted stock pursuant to Issuer's 2021 Incentive Award Plan. The restricted stock vests as to 25% of the award one year from the grant date and as to the remaining 75% in four equal quarterly installments beginning on the first anniversary of the grant date.

3. Represents a pro rata distribution in-kind of shares of Class A Common Stock by CMS Platinum Fund, L.P. ("CMS") for no consideration (the "Distribution").

4. Securities held directly by CMS, of which CMS Platinum Associates, L.P. is general partner, and then MSPS Platinum, Inc. is the general partner of CMS Platinum Associates, L.P. William Landman is a director and executive officer of MSPS Platinum, Inc. Each of MSPS Platinum, Inc., CMS Platinum Associates, L.P. and Mr. Landman disclaims beneficial ownership of the shares held directly by CMS except to the extent of their pecuniary interest therein, if any.

5. Includes shares of Class A Common Stock acquired in the Distribution, which acquisition was exempt under Rule 16a-9.

6. Securities held directly by CMS Sub Management Company, a Pennsylvania corporation, of which Mr. Landman is a director and executive officer. Mr. Landman disclaims beneficial ownership of the shares held directly by CMS Sub Management Company except to the extent of his pecuniary interest therein, if any.

7. Securities held directly by Capital Management Systems, LLC, of which Mr. Landman is a managing member. Mr. Landman disclaims beneficial ownership of the shares held directly by Capital Management Systems, LLC except to the extent of his pecuniary interest therein, if any.

8. Securities held directly by CMS Holdco, LLC, of which Mr. Landman is a managing member. Mr. Landman disclaims beneficial ownership of the shares held directly by CMS Holdco, LLC except to the extent of his pecuniary interest therein, if any.

9. Securities held directly by CMS Back-End Entity VII-A, L.P. ("CMSBE"), of which CMS Sub Management Company ("CMSSM") is the general partner. Mr. Landman is a director and executive officer of CMSSM. Each of CMSSM and Mr. Landman disclaims beneficial ownership of the shares held directly by CMSBE except to the extent of their pecuniary interest therein, if any.

10. Securities held directly by MSPS Platinum, Inc., a Delaware corporation, of which Mr. Landman is a director and executive officer. Mr. Landman disclaims beneficial ownership of the shares held directly by MSPS Platinum, Inc. except to the extent of his pecuniary interest therein, if any.

11. Securities held directly by MainLine Special Opportunities Fund, L.P. ("MainLine"), of which MainLine SO Associates, L.P. is general partner, and then MainLine SO GP, LLC is the general partner of MainLine's general partner. Mr. Landman is MainLine SO GO, LLC's manager. Mr. Landman, MainLine SO GP, LLC and MainLine SO Associates, L.P. disclaim beneficial ownership of the shares held directly by MainLine except to the extent of their pecuniary interest therein, if any.

12. Securities held directly by CMS/CAIVIS Partners, a Pennsylvania general partnership, of which Mr. Landman is a partner. Mr. Landman disclaims beneficial ownership of the shares held directly by CMS/CAIVIS Partners except to the extent of his pecuniary interest therein, if any.

Remarks:

	/s/ Steven Vine, Attorney-in-fact	07/06/2022
	** 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).
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