| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
Zeta Global Holdings Corp. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
98956A105 (CUSIP Number) |
02/27/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 98956A105 |
| 1 | Names of Reporting Persons Jeffrey L. Feinberg | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 10,919,186.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Zeta Global Holdings Corp. | |
| (b) | Address of issuer's principal executive
offices: 3 Park Avenue, 33rd Floor, New York, NY 10016 | |
| Item 2. | ||
| (a) | Name of person filing: Jeffrey L. Feinberg | |
| (b) | Address or principal business office or, if
none, residence: Jeffrey L Feinberg
c/o Seward & Kissel LLP
One Battery Park Plaza
New York, NY 10004 | |
| (c) | Citizenship: Florida | |
| (d) | Title of class of securities: Class A Common Stock | |
| (e) | CUSIP No.: 98956A105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: 10,919,186
Represents 10,077,827 shares owned by the Jeffrey L Feinberg Personal Trust and 841,359 shares owned by Feinberg Investments Concentrated Fund LP. Jeffrey L. Feinberg has beneficial ownership over the shares held by the Trust and may be deemed to have beneficial ownership over the shares held by the Fund by virtue of his ability to exert investment discretion over such shares. Neither the Trust nor the Fund individually owns 5% or more of the Shares. | |
| (b) | Percent of class: 5.1% deemed beneficially owned by Jeffrey L. Feinberg % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: Number of shares as to which the Trust has: 0
Number of shares as to which Jeffrey L. Feinberg has: 0 | ||
| (ii) Shared power to vote or to direct the
vote: Number of shares as to which the Trust has: 10,919,186
Number of shares as to which Jeffrey L. Feinberg has: 10,919,186 | ||
| (iii) Sole power to dispose or to direct the
disposition of: Number of shares as to which the Trust has: 0
Number of shares as to which Jeffrey L. Feinberg has: 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: Number of shares as to which the Trust has: 10,919,186
Number of shares as to which Jeffrey L. Feinberg has: 10,919,186 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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