Sec Form 13G Filing - GPI Capital Gemini HoldCo LP filing for Zeta Global Holdings Corp. (ZETA) - 2023-02-13

 

 

UNITED STATES 

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, par value $0.001 per share 

(Title of Class of Securities)

 

98956A105 

(CUSIP Number)

 

December 31, 2022 

(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)

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 98956A105

 

1.		Names of Reporting Persons GPI Capital Gemini HoldCo LP
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned By Each Reporting Person With:		5.		Sole Voting Power 16,237,054
		6.		Shared Voting Power 0
		7.		Sole Dispositive Power 16,237,054
		8.		Shared Dispositive Power 0

9.		Aggregate Amount Beneficially Owned by Each Reporting Person 16,237,054
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.		Percent of Class Represented by Amount in Row (9) 9.3%(1)
12.		Type of Reporting Person (See Instructions) PN

 

 

CUSIP No. 98956A105

 

1.		Names of Reporting Persons GPI GP LP
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned By Each Reporting Person With:		5.		Sole Voting Power 16,237,054
		6.		Shared Voting Power 0
		7.		Sole Dispositive Power 16,237,054
		8.		Shared Dispositive Power 0

9.		Aggregate Amount Beneficially Owned by Each Reporting Person 16,237,054
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.		Percent of Class Represented by Amount in Row (9) 9.3%(1)
12.		Type of Reporting Person (See Instructions) FI

 

 

CUSIP No. 98956A105

 

1.		Names of Reporting Persons GPI GP Limited
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned By Each Reporting Person With:		5.		Sole Voting Power 16,237,054
		6.		Shared Voting Power 0
		7.		Sole Dispositive Power 16,237,054
		8.		Shared Dispositive Power 0

9.		Aggregate Amount Beneficially Owned by Each Reporting Person 16,237,054
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.		Percent of Class Represented by Amount in Row (9) 9.3%(1)
12.		Type of Reporting Person (See Instructions) FI

 

 

CUSIP No. 98956A105

 

1.		Names of Reporting Persons GPI Capital, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization Delaware

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Number of Shares Beneficially Owned By Each Reporting Person With:		5.		Sole Voting Power 0
	6.		Shared Voting Power 0
		7.		Sole Dispositive Power 0
		8.		Shared Dispositive Power 0

9.		Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.		Percent of Class Represented by Amount in Row (9) 0%(1)
12.		Type of Reporting Person (See Instructions) PN

 

  

CUSIP No. 98956A105

 

1.		Names of Reporting Persons GPI Capital, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned By Each Reporting Person With:		5.		Sole Voting Power 16,237,054
		6.		Shared Voting Power 0
		7.		Sole Dispositive Power 16,237,054
		8.		Shared Dispositive Power 0

9.		Aggregate Amount Beneficially Owned by Each Reporting Person 16,237,054
10.	0;	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.		Percent of Class Represented by Amount in Row (9) 9.3%(1)
12.		Type of Reporting Person (See Instructions) OO

 

  

CUSIP No. 98956A105

 

1.		Names of Reporting Persons William T. Royan
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization United States

Number of Shares Beneficially Owned By Each Reporting Person With:		5.		Sole Voting Power 35,128
		6.		Shared Voting Power 16,237,054
		7.		Sole Dispositive Power 35,128
		8.		Shared Dispositive Power 16,237,054

9.		Aggregate Amount Beneficially Owned by Each Reporting Person 16,272,182
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.		Percent of Class Represented by Amount in Row (9) 9.3%(1)
12.		Type of Reporting Person (See Instructions) IN

 

 

CUSIP No. 98956A105

 

1.		Names of Reporting Persons Khai Ha
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization Canada

Number of Shares Beneficially Owned By Each Reporting Person With:		5.		Sole Voting Power 0
		6.		Shared Voting Power 16,237,054
		7.		Sole Dispositive Power 0
		8.		Shared Dispositive Power 16,237,054

9.		Aggregate Amount Beneficially Owned by Each Reporting Person 16,237,054
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.		Percent of Class Represented by Amount in Row (9) 9.3%(1)
12.		Type of Reporting Person (See Instructions) IN

 

 

CUSIP No. 98956A105

 

1.		Names of Reporting Persons Aleksander Migon
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization Canada

Number of Shares Beneficially Owned By Each Reporting Person With:		5.		Sole Voting Power 0
		6.		Shared Voting Power 16,237,054
		7.		Sole Dispositive Power 0
		8.		Shared Dispositive Power 16,237,054

9.		Aggregate Amount Beneficially Owned by Each Reporting Person 16,237,054
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.		Percent of Class Represented by Amount in Row (9) 9.3%(1)
12.		Type of Reporting Person (See Instructions) IN

 

(1)	Calculated pursuant to Rule 13d-3. See Item 4

 

 

Item 1(a).

Name of Issuer

 

Zeta Global Holdings Corp. (the “Issuer”)

 

Item 1(b).

Address of the Issuer’s Principal Executive Offices

 

3 Park Ave, 33^rd Floor 

New York, NY 10016

 

Item 2(a).

Names of Persons Filing

 

This Schedule 13G is jointly filed by and on behalf of each of the following:

 

	(i)	GPI Capital Gemini HoldCo LP;
	(ii)	GPI GP LP;
	(iii)	GPI Capital, L.P.;
	(iv)	GPI GP Limited;
	(v)	GPI Capital, LLC;
	(vi)	William T. Royan;
	(vii)	Khai Ha; and
	(viii)	Aleksander Migon (collectively, the “Reporting Persons”).

 

GPI GP LP is the general partner of GPI Capital Gemini HoldCo LP. GPI GP Limited is the general partner of GPI GP LP. GPI Capital, LLC is the sole member of GPI GP Limited and the general partner of GPI Capital, L.P. Messrs. Royan, Ha and Migon are the members of the Investment Committee of GPI Capital, LLC. Mr. Royan is a member of the Issuer’s board of directors.

 

 

Item 2(b).

Address of the Principal Business Office, or if none, Residence:

 

The principal business office for the Reporting Persons is:

 

1345 Avenue of the Americas, 32^nd Floor 

New York, NY 10105

 

Item 2(c).

Citizenship

 

See responses to Item 4 on each cover page.

 

Item 2(d).

Title of Class of Securities

 

Class  A common stock, $0.001 par value per share (“Class A Common Stock”).

 

Item 2(e).

CUSIP Number

 

98956A105.

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

Not Applicable.

 

Item 4.

Ownership

 

The responses to Items 5-11 of the cover pages for each Reporting Person under this Schedule 13G are incorporated herein by reference for each such Reporting Person.

 

The ownership percentages are calculated pursuant to Rule 13d-3 of the Act and are based on an aggregate of 174,157,067 shares of Class A Common Stock outstanding as of October 28, 2022, as reported by the Issuer on its Quarterly Report on Form 10-Q as filed by the Issuer with the Securities and Exchange Commission on November 2, 2022.

 

As of December 31, 2022, GPI Capital Gemini HoldCo LP directly held and may have been deemed to be the beneficial owner of, and have voting and dispositive power over, 16,237,054 shares of Class A Common Stock, which represent 9.3% of the total number of shares of Class A Common Stock outstanding.

 

GPI Capital, L.P. previously directly held and may have been deemed to have been the beneficial owner of, and had voting and dispositive power over, 382,000 shares of Class A Common Stock, which were disposed of on February 28, 2022.

 

Each of GPI GP Limited (as the general partner of GPI GP LP) and GPI GP LP (as the general partner of GPI Capital Gemini HoldCo LP) may be deemed to be the beneficial owner of, and have voting and dispositive power over the shares of Class A Common Stock owned by GPI Capital Gemini HoldCo LP, but each disclaims beneficial ownership of such shares of Class A Common Stock.

 

Each of GPI Capital, LLC (as the sole member of GPI GP Limited and as the general partner of GPI Capital L.P.), and each of William T. Royan, Khai Ha and Aleksander Migon (as the members of the Investment Committee of GPI Capital, LLC) may be deemed to be the beneficial owner of, and have voting and dispositive power over the shares of Class A Common Stock owned by GPI Capital Gemini HoldCo LP of an aggregate of 16,237,054 shares of Class A Common Stock, representing 9.3% of the total shares of Class A Common Stock issued and outstanding as of such time, but each disclaims beneficial ownership of such shares of Class A Common Stock. On July 1, 2022, 35,128 shares of restricted Class A Common Stock were issued to Mr. William T. Royan pursuant to the Issuer’s non-employee director compensation program, which provides for an annual grant of restricted stock as compensation for service on the board of directors.

 

 

Pursuant to Rule 13d-1(d)(k)(1) under the Securities Exchange Act of 1934, as amended, and as provided in the Joint Filing Agreement filed as Exhibit 99.1 hereto, each Reporting Person has agreed to file one statement on Schedule 13G, including any amendments thereto.

 

The filing of this Schedule 13G shall not be construed as an admission that any of the above-listed entities or individuals is the beneficial owner of any securities covered by this statement.

 

Item 5.

Ownership of Five Percent or Less of a Class

 

Not Applicable.

 

Item 6.

Ownership of More than Five 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.

Certification

 

Not Applicable.

 

 

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.

 

Date: February 13, 2023	GPI CAPITAL GEMINI HOLDCO LP
	By:		GPI GP LP, its general partner
	By:		GPI GP Limited, its general partner
	By:		GPI Capital, LLC, its sole member
		By:	/s/ William T. Royan
		Name: William T. Royan
		Title:   Authorized Signatory
	GPI CAPITAL, L.P.
	By:		GPI Capital, LLC, its general partner
		By:	/s/ William T. Royan
		Name: William T. Royan
		Title:   Authorized Signatory
	GPI GP LP
	By:		GPI GP Limited, its general partner
	By:		GPI Capital, LLC, its sole member
		By:	/s/ William T. Royan
		Name: William T. Royan
		Title:   Authorized Signatory
	GPI GP LIMITED
	By:		GPI Capital, LLC, its sole member
		By:	/s/ William T. Royan
		Name: William T. Royan
		Title:   Authorized Signatory
	GPI CAPITAL, LLC
		By:	/s/ William T. Royan
		Name: William T. Royan
		Title:   Authorized Signatory
	WILLIAM T. ROYAN
	/s/ William T. Royan
	William T. Royan
	KHAI HA
	/s/ Khai Ha
	Khai Ha
	ALEKSANDER MIGON
	/s/ Aleksander Migon
	Aleksander Migon

 

 

Exhibit Index

Exhibit No.		Description
Exhibit 99.1		Joint Filing Agreement, dated as of February 14, 2022, by and among the Reporting Persons (filed herewith).