Zeta Global (ZETA) CEO entities enter $22.7M forward on 1M shares
Rhea-AI Filing Summary
Zeta Global Holdings’ Chief Executive Officer David Steinberg, through entities he manages, reported several indirect equity-related transactions. Botticelli SPV LLC, whose sole member is Wynwood 2025 Irrevocable Trust, entered into a variable prepaid forward contract on 1,000,000 Class B shares (convertible into Class A), receiving an upfront cash payment of $22.7 million and pledging these shares as collateral while retaining voting and dividend rights during the pledge.
Related entities also reported bona fide gifts of 261,735 Class B shares from IAC Investment Company IX, LLC to ACI Investment Partners XXVII, LLC, and an internal transfer of 2,300,000 Class B shares from ACI Investment Partners, LLC to Botticelli treated as a change in form of beneficial ownership under Rule 16a-13.
Positive
- None.
Negative
- None.
Insider Trade Summary
523,470 shares gifted
Gift
9 txns
Insider
Steinberg David, ACI Investment Partners, LLC, ACI Investment Partners XXVII, LLC
Role
Chief Executive Officer | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Variable Prepaid Forward Contract (obligation to sell) F5, F6, F7, F4 | 1,000,000 | -- | -- |
| Gift | Class B Common Stock F1, F8 | 261,735 | $0.00 | $0.00 |
| Gift | Class B Common Stock F1, F9 | 261,735 | $0.00 | $0.00 |
| holding | Class B Common Stock F1, F3, F2 | -- | -- | -- |
| holding | Class B Common Stock F1, F3, F4 | -- | -- | -- |
| holding | Class B Common Stock F1, F10 | -- | -- | -- |
| holding | Class B Common Stock F1, F11 | -- | -- | -- |
| holding | Class B Common Stock F1 | -- | -- | -- |
| holding | Class B Common Stock F1 | -- | -- | -- |
Holdings After Transaction:
Variable Prepaid Forward Contract (obligation to sell) — 1,000,000 shares (Indirect, By Botticelli SPV LLC);
Class B Common Stock — 4,285,215 shares (Indirect, By IAC Investment Company IX, LLC);
Class B Common Stock — 9,842,337 shares (Indirect, By ACI Investment Partners XXVII, LLC);
Class B Common Stock — 6,435,636 shares (Indirect, By ACI Investment Partners, LLC);
Class B Common Stock — 2,300,000 shares (Indirect, By Botticelli SPV LLC);
Class B Common Stock — 453,409 shares (Indirect, By Family Trusts);
Class B Common Stock — 75,000 shares (Indirect, By CAIVIS Acquisition Corp. II);
Class B Common Stock — 199,153 shares (Indirect, By Charitable Annuity Trust);
Class B Common Stock — 47,676 shares (Indirect, By Spouse)
Footnotes (11)
- F1. 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, and will convert automatically into Class A common stock on a one-to-one basis upon the earliest to occur of: (1) the first date on which the voting power of all then-outstanding shares of Class B Common Stock representing less than 10% of the combined voting power of all then-outstanding shares of Common Stock and (2) the date of the death or Disability (as defined in the Issuer's amended and restated certificate of incorporation) of Mr. Steinberg, and (b) upon the date specified by the holders of at least a majority of the then outstanding shares of Class B common stock, voting as a separate class.
- F2. Securities held directly by ACI Investment Partners, LLC ("ACI"), of which the Wynwood 2025 Irrevocable Trust ("Wynwood Trust") is the sole member. Mr. Steinberg is the Manager of ACI, and Mr. Steinberg and his five children are the beneficiaries of Wynwood Trust. Mr. Steinberg disclaims beneficial ownership of the shares held directly by ACI except to the extent of his pecuniary interest therein, if any.
- F3. Reflects a transfer of 2,300,000 shares of Class B Common Stock from ACI to Botticelli SPV LLC ("Botticelli") in a transaction exempt from reporting pursuant to Rule 16a-13 because the transfer represented a change in form of beneficial ownership without a change in the Reporting Person's pecuniary interest.
- F4. Securities held directly by Botticelli, of which Wynwood Trust is the sole member. Mr. Steinberg has sole voting power over all shares of the Issuer held by Botticelli. Mr. Steinberg disclaims beneficial ownership of the shares held directly by Botticelli except to the extent of his pecuniary interest therein, if any.
- F5. On August 13, 2026, in connection with tax, trust and estate planning by Wynwood Trust, Botticelli entered into a variable prepaid forward contract with an unaffiliated counterparty. The contract obligates Botticelli to deliver shares of Class A Common Stock of the Issuer or, at Botticelli's election, settle the contract in cash, on a settlement date following August 13, 2029 (the "Maturity Date"). In exchange, Botticelli received an upfront cash payment of $22.7 million. Botticelli pledged 1,000,000 shares of the Issuer's Class B Common Stock (the "Subject Shares") to secure its obligations under the contract. Botticelli will retain all voting, dividend and other rights in the Subject Shares during the term of the pledge (and thereafter if the contract is settled in cash).
- F6. If Botticelli does not elect to settle the contract in cash, the number of shares of the Issuer's Class A Common Stock that may be delivered by Botticelli following the Maturity Date will generally be determined as follows: (a) if the closing price of shares of the Issuer's Class A Common Stock prior to the Maturity Date (the "Settlement Price") is less than $47.29 (the "Maximum Price") but greater than $26.11 (the "Minimum Price"), the Reporting Person will deliver a number of shares of the Issuer's Class A Common Stock equal to the Subject Shares multiplied by a ratio equal to the Minimum Price divided by the Settlement Price; [continued in footnote 7]
- F7. [Continued from footnote 6] (b) if the Settlement Price is equal to or greater than the Maximum Price on the Maturity Date, Botticelli will deliver a number of shares of the Issuer's Class A Common Stock equal to the Subject Shares multiplied by a ratio equal to a fraction with a numerator equal to the sum of (A) the Minimum Price and (B) the excess, if any, of the Settlement Price over the Maximum Price, and a denominator equal to the Settlement Price; and (c) if the Settlement Price is equal to or less than the Minimum Price on the Maturity Date, Botticelli will deliver a number of shares of the Issuer's Class A Common Stock equal to the Subject Shares.
- F8. Securities held directly by IAC Investment Company IX, LLC ("IAC"). Mr. Steinberg is the Manager of IAC. Mr. Steinberg disclaims beneficial ownership of the shares held directly by IAC except to the extent of his pecuniary interest therein, if any.
- F9. Securities held directly by ACI Investment Company XXVII, LLC ("XXVII"). Mr. Steinberg is the Manager of XXVII. Mr. Steinberg disclaims beneficial ownership of the shares held directly by XXVII except to the extent of his pecuniary interest therein, if any.
- F10. Mr. Steinberg is co-trustee of each family trust and as a result may be deemed to share beneficial ownership of the securities held of record by each trust to the extent of his pecuniary interest therein, if any.
- F11. Securities held direcly by CAIVIS, which is a wholly owned subsidiary of CAIVIS Investment Company V, LLC, of which Mr. Steinberg is the majority member.
Key Figures
Subject Shares under forward: 1,000,000 shares of Class B Common Stock
Upfront cash received: $22.7 million
Gifted Class B shares: 261,735 shares
+4 more
7 metrics
Subject Shares under forward
1,000,000 shares of Class B Common Stock
Pledged by Botticelli SPV LLC to secure variable prepaid forward obligations
Upfront cash received
$22.7 million
Paid to Botticelli SPV LLC in connection with the variable prepaid forward contract
Gifted Class B shares
261,735 shares
Bona fide gift transactions between IAC Investment Company IX, LLC and ACI Investment Partners XXVII, LLC
Internal transfer of Class B shares
2,300,000 shares
Transferred from ACI Investment Partners, LLC to Botticelli SPV LLC under Rule 16a-13
Maximum Price threshold
$47.29
Upper reference price used to determine Class A shares deliverable after the Maturity Date
Minimum Price threshold
$26.11
Lower reference price used in calculating shares deliverable under the forward contract
Settlement start date
After August 13, 2029
Maturity Date after which Botticelli may deliver Class A shares or settle in cash
Key Terms
Variable prepaid forward contract, Rule 16a-13, Class B common stock, Maturity Date, +1 more
5 terms
Variable prepaid forward contract financial
"Botticelli entered into a variable prepaid forward contract with an unaffiliated counterparty."
Rule 16a-13 regulatory
"transfer ... in a transaction exempt from reporting pursuant to Rule 16a-13"
Class B common stock financial
"The Class B common stock is convertible at any time at the option of the holder"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Maturity Date financial
"on a settlement date following August 13, 2029 (the "Maturity Date")"
The maturity date is the specific day when a loan, bond, or investment reaches its full term and the borrower must repay the borrowed amount in full. It is important for investors because it indicates when they will receive their initial money back and can plan their future financial steps accordingly. Think of it as the due date for a loan or the day a gift card or coupon expires.
Disability regulatory
"the date of the death or Disability (as defined in the Issuer's amended and restated certificate"
FAQ
Were there any gifts of ZETA Class B common stock reported in this Form 4?
Yes. ACI-associated entities reported bona fide gifts involving 261,735 Class B shares, indirectly held and convertible into Class A. One LLC reported a disposition, while another LLC reported an acquisition of the same number of shares through these internal transfers.
Did David Steinberg personally sell ZETA Class A common stock in this Form 4?
No Class A common stock sales are reported. The remarks clarify that Mr. Steinberg’s direct and indirect Class A holdings are excluded because there were no reportable Class A transactions. Reported activity involves Class B stock and a derivative contract through related entities.
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