| Item 1. | |
| (a) | Name of issuer:
Zeta Global Holdings Corp. |
| (b) | Address of issuer's principal executive offices:
3 Park Ave, 33rd Floor, New York, NY 10016 |
| Item 2. | |
| (a) | Name of person filing:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
David A. Steinberg
ACI Investment Partners, LLC
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| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is c/o Zeta Global Holdings Corp., 3 Park Ave, 33rd Floor, New York, NY 10016. |
| (c) | Citizenship:
David A. Steinberg is a citizen of the United States. ACI Investment Partners, LLC is organized under the laws of the State of Delaware. |
| (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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The information contained on the cover pages is incorporated by reference into this Item 4.
The ownership information presented herein represents beneficial ownership of Class A Common Stock of the Issuer as of December 31, 2024, based upon 213,175,179 shares of Class A Common Stock outstanding as of December 31, 2024, as provided by the Issuer.
Mr. Steinberg may be deemed the beneficial owner of 26,481,452 shares of Class A Common Stock, which includes: (i) 66,075 shares of Class A Common Stock held directly by Mr. Steinberg; (ii) 97,438 shares of Class A Common Stock issuable upon conversion of Class B common stock held of record by CAIVIS Acquisition Corp. II, which is a wholly owned subsidiary of CAIVIS Investment Company V, LLC, of which Mr. Steinberg is the majority shareholder; (iii) 4,547,166 shares of Class A Common Stock issuable upon conversion of Class B common stock held of record by IAC Investment Company IX, LLC, of which Mr. Steinberg is the manager; (iv) 47,676 shares of Class A Common Stock issuable upon conversion of Class B common stock and 52,812 shares of restricted Class A Common Stock held by Kristen Steinberg, Mr. Steinberg's spouse; (v) 18,722,582 shares of Class A Common Stock issuable upon conversion of Class B common stock and 2,027,494 shares of Class A Common Stock held of record by ACI Investment Partners, LLC, of which Mr. Steinberg is the manager; and (vi) 448,834 shares of Class A Common Stock issuable upon conversion of Class B common stock held of record by five irrevocable family trusts, of which Mr. Steinberg is co-trustee. Also includes 240,000 shares of Class A common stock held by Kristin Kuehl, with whom Mr. Steinberg is party to a voting agreement, and over which Mr. Steinberg may be deemed to share voting power, but not dispositive power. The Class B common stock is convertible at any time at the option of the holder into Class A Common Stock on a one-to-one basis. |
| (b) | Percent of class:
See cover pages. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See cover pages.
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| | (ii) Shared power to vote or to direct the vote:
See cover pages.
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| | (iii) Sole power to dispose or to direct the disposition of:
See cover pages.
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| | (iv) Shared power to dispose or to direct the disposition of:
See cover pages.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)