Sec Form 13G Filing - GPI Capital Gemini HoldCo LP @ Zeta Global Holdings Corp.

Sec Form 13G Filing - GPI Capital Gemini HoldCo LP filing for Zeta Global Holdings 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

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

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

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

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, 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 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, 32^ndFloor

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).

Names of Reporting Persons

GPI GP Limited

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☒ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Cayman Islands