0000950170-24-058310.txt : 20240513 0000950170-24-058310.hdr.sgml : 20240513 20240513104441 ACCESSION NUMBER: 0000950170-24-058310 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240513 FILED AS OF DATE: 20240513 DATE AS OF CHANGE: 20240513 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: King Samskriti CENTRAL INDEX KEY: 0001732327 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39722 FILM NUMBER: 24937468 MAIL ADDRESS: STREET 1: C/O PROGRESS SOFTWARE CORPORATION STREET 2: 14 OAK PARK DR. CITY: BEDFORD STATE: MA ZIP: 01730 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ZeroFox Holdings, Inc. CENTRAL INDEX KEY: 0001823575 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 1834 S. CHARLES ST. CITY: BALTIMORE STATE: MD ZIP: 21230 BUSINESS PHONE: 1-855-936-9369 MAIL ADDRESS: STREET 1: 1834 S. CHARLES ST. CITY: BALTIMORE STATE: MD ZIP: 21230 FORMER COMPANY: FORMER CONFORMED NAME: ZeroFox Holdings Inc. DATE OF NAME CHANGE: 20220804 FORMER COMPANY: FORMER CONFORMED NAME: L&F Acquisition Corp. DATE OF NAME CHANGE: 20200903 4 1 ownership.xml 4 X0508 4 2024-05-13 true 0001823575 ZeroFox Holdings, Inc. ZFOX 0001732327 King Samskriti C/O ZEROFOX HOLDINGS, INC. 1834 CHARLES STREET BALTIMORE MD 21230 true false false false false Common Stock 2024-05-13 4 D false 136393 D 0 D Securities are disposed of pursuant to the Agreement and Plan of Merger, dated as of February 6, 2024, by and among the Issuer, ZI Intermediate II, Inc. ("Parent"), and HI Optimus Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"). On May 13, 2024, Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly-owned subsidiary of Parent (the "Merger"). Consists of (i) 93,393 shares of common stock and (ii) 43,000 unvested restricted stock units ("RSUs"). At the effective time of the Merger, each then outstanding share of the Issuer's common stock was canceled and converted automatically into the right to receive an amount in cash equal to $1.14 per share without interest thereon and subject to any applicable withholding taxes. At the effective time of the Merger, each then outstanding RSU held by the Reporting Person was canceled and converted automatically into the right to receive an amount in cash equal to $1.14 per share without interest thereon and subject to any applicable withholding taxes. /s/ Thomas P. FitzGerald as Attorney-in-Fact 2024-05-13