Zeta Global Holdings Corp
For the period ended Sep 30, 2024. Filed Nov 12, 2024.
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Sep 30, 2024 · Filed Nov 12, 2024
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Unregistered Sales of Equity Securities and Use of Proceeds
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Recent Sales of Unregistered Securities
On July 1, 2024, the Company issued 61,197 shares of Class A common stock valued at $16.34 per share, for an aggregate value of $1.0 million, to former shareholders of Vital Digital, Corp (“Vital”) in connection with the Vital acquisition. We did not receive any proceeds from such issuance.
The securities described above were issued in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions by an issuer not involving a public offering. The acquirer of our securities in such transactions confirmed that it was an accredited investor and acknowledged that the securities must be acquired and held for investment.
Stock Repurchase and Withholding Program
Common stock repurchases during the quarter ended September 30, 2024 were as follows:
| Period · (a)Total Number of Shares (or Units) Purchased · (b)Average Price Paid per Share (or Unit) · (c)Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs(1) · (d)Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (in millions) (1) | |||||
|---|---|---|---|---|---|
| July 1, 2024 – July 31, 2024 | 223,437 | $17.4 | 223,437 | $14.7 | |
| August 1, 2024 – August 31, 2024 | — | — | — | $14.7 | |
| September 1, 2024 – September 30, 2024 | — | — | — | $14.7 | |
| Total | 223,437 | 223,437 | |||
(1) On August 3, 2022, the Company’s Board of Directors authorized a stock repurchase and withholding program of up to $50 million in the aggregate for (i) repurchases of the Company’s outstanding Class A common stock through December 31, 2024 and (ii) the withholding of shares as an alternative to market sales by certain executives to satisfy tax withholding requirements upon vesting of restricted stock awards.
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