Sec Form 13G Filing - GPI Capital Gemini HoldCo LP filing for ZETA GLOBAL HLDGS CORP (ZETA) - 2024-02-12

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549

 

SCHEDULE 13G 

UNDER THE SECURITIES EXCHANGE ACT OF 1934 

(Amendment No. 2)*

 

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, 2023 

(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)
  x 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)  (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)

8.8%(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)  (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)

8.8%(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)  (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)

8.8%(1)

12.  

Type of Reporting Person (See Instructions)

FI

 

 

 

 

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)  (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)

8.8%(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)  (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

52,692

  6.  

Shared Voting Power

16,237,054

  7.  

Sole Dispositive Power

52,692

  8.  

Shared Dispositive Power

16,237,054

 

9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

16,289,746

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

11.  

Percent of Class Represented by Amount in Row (9)

8.8%(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)  (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)

8.8%(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)  (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)

8.8%(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, 33rd 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 GP Limited; 

(iv)          GPI Capital, LLC;

(v)           William T. Royan; 

(vi)          Khai Ha; and 

(vii)         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. Messrs. Royan, Ha and Migon were the members of the Investment Committee of GPI Capital, LLC as of December 31, 2023. 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, 32nd 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 184,418,210 shares of Class A Common Stock outstanding as of October 27, 2023, 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, 2023.

 

As of December 31, 2023, 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 represents 8.8% of the total number of shares of Class A Common Stock outstanding.

 

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 each of William T. Royan, Khai Ha and Aleksander Migon (as members of the Investment Committee of GPI Capital, LLC) may as of December 31, 2023 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 8.8% 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, 2023, 17,564 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 12, 2024 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/ Khai Ha

    Name: Khai Ha
    Title:   Authorized Signatory
   
  GPI GP LP
   
  By:   By GPI GP Limited, its general partner
  By:   GPI Capital, LLC, its sole member
   
  By:

/s/ Khai Ha

    Name: Khai Ha
    Title:   Authorized Signatory
   
  GPI GP LIMITED
   
  By:   GPI Capital, LLC, its sole member
   
  By:

/s/ Khai Ha

    Name: Khai Ha
    Title:   Authorized Signatory
   
  GPI CAPITAL, LLC
   
  By:

/s/ Khai Ha

    Name: Khai Ha
    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).