0000899243-22-027927.txt : 20220805 0000899243-22-027927.hdr.sgml : 20220805 20220805200508 ACCESSION NUMBER: 0000899243-22-027927 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220803 FILED AS OF DATE: 20220805 DATE AS OF CHANGE: 20220805 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bender Timothy S CENTRAL INDEX KEY: 0001939216 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39722 FILM NUMBER: 221142140 MAIL ADDRESS: STREET 1: 1834 S. CHARLES ST. CITY: BALTIMORE STATE: MD ZIP: 10020 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ZeroFox Holdings, Inc. CENTRAL INDEX KEY: 0001823575 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 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 doc4.xml FORM 4 SUBMISSION X0306 4 2022-08-03 0 0001823575 ZeroFox Holdings, Inc. ZFOX 0001939216 Bender Timothy S C/O ZEROFOX HOLDINGS, INC. 1834 CHARLES STREET BALTIMORE MD 21230 0 1 0 0 See Remarks Common Stock 2022-08-03 4 A 0 15118 A 15118 D Employee Stock Option (right to buy) 0.60 2022-08-03 4 A 0 400787 A 2026-01-27 Common Stock 400787 400787 D Employee Stock Option (right to buy) 0.77 2022-08-03 4 A 0 125961 A 2027-08-22 Common Stock 125961 125961 D Employee Stock Option (right to buy) 0.98 2022-08-03 4 A 0 193731 A 2029-03-05 Common Stock 193731 193731 D Employee Stock Option (right to buy) 1.23 2022-08-03 4 A 0 114510 A 2030-02-24 Common Stock 114510 114510 D Employee Stock Option (right to buy) 2.24 2022-08-03 4 A 0 71569 A 2031-03-01 Common Stock 71569 71569 D Employee Stock Option (right to buy) 8.25 2022-08-03 4 A 0 85883 A 2032-02-01 Common Stock 85883 85883 D Received in connection with the closing on August 3, 2022 of the transactions contemplated by the Business Combination Agreement, dated as of December 17, 2021, by and among L&F Acquisition Corp., a Cayman Islands exempted company, which domesticated as a Delaware corporation with the name ZeroFox Holdings, Inc. (the "Company"), L&F Acquisition Holdings, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of the Company ("L&F Holdings"), ZF Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of L&F Holdings ("ZF Merger Sub"), IDX Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of L&F Holdings ("IDX Merger Sub"), IDX Forward Merger Sub, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of L&F Holdings ("IDX Forward Merger Sub"), ZeroFox, Inc., (Continued from Footnote 1) a Delaware corporation ("ZeroFox"), and ID Experts Holdings, Inc., a Delaware corporation ("IDX"), pursuant to which (i) ZF Merger Sub merged with and into ZeroFox (the "ZF Merger"), with ZeroFox being the surviving company in the ZF Merger and continuing as a direct, wholly-owned subsidiary of L&F Holdings, (ii) immediately following the ZF Merger, IDX Merger Sub merged with and into IDX (the "IDX Merger"), with IDX being the surviving company in the IDX Merger ("Transitional IDX Entity") and continuing as a direct, wholly-owned subsidiary of L&F Holdings, and (iii) immediately following the IDX Merger, Transitional IDX Entity merged with and into IDX Forward Meger Sub (the "IDX Forward Merger"), with IDX Forward Merger Sub being the surviving company in the IDX Forward Merger and continuing as a direct, wholly-owned subsidiary of L&F Holdings. 400,787 options have vested as of August 3, 2022. 125,961 options have vested as of August 3, 2022. 157,406 options have vested as of August 3, 2022 and the remaining options will vest as follows: (i) 12,109 options will vest on September 1, 2022; (ii) 12,108 options will vest on December 1, 2022; and (iii) 12,108 options will vest on March 1, 2023. 64,412 options have vested as of August 3, 2022 and the remaining options will vest as follows: (i) 7,157 options will vest on August 24, 2022; (ii) 7,157 options will vest on November 24, 2022; (iii) 7,157 options will vest on February 24, 2023; (iv) 7,157 options will vest on May 24, 2023; (v) 7,157 options will vest on August 24, 2023; (vi) 7,157 options will vest on November 24, 2023; and (vii) 7,156 options will vest on February 24, 2024. 22,365 options have vested as of August 3, 2022 and the remaining options will vest as follows: (i) 4,474 options will vest on September 1, 2022; (ii) 4,473 options will vest on December 1, 2022; (iii) 4,473 options will vest on March 1, 2023; (iv) 4,473 options will vest on June 1, 2023; (v) 4,473 options will vest on September 1, 2023; (vi) 4,473 options will vest on December 1, 2023; (vii) 4,473 options will vest on March 1, 2024; (viii) 4,473 options will vest on June 1, 2024; (ix) 4,473 options will vest on September 1, 2024; (x) 4,473 options will vest on December 1, 2024; and (xi) 4,473 options will vest on March 1, 2025. Options will vest as follows: (i) 21,470 options will vest on February 1, 2023; (ii) 5,368 options will vest on May 1, 2023; (iii) 5,368 options will vest on August 1, 2023; (iv) 5,368 options will vest on November 1, 2023; (v) 5,368 options will vest on February 1, 2024; (vi) 5,368 options will vest on May 1, 2024; (vii) 5,368 options will vest on August 1, 2024; (viii) 5,367 options will vest on November 1, 2024; (ix) 5,368 options will vest on February 1, 2025; (x) 5,367 options will vest on May 1, 2025; (xi) 5,368 options will vest on August 1, 2025; (xii) 5,367 options will vest on November 1, 2025; and (xiii) 5,368 options will vest on February 1, 2026. Chief Financial Officer and Treasurer /s/ Thomas P. FitzGerald as Attorney-in-Fact 2022-08-05