0000899243-22-027928.txt : 20220805 0000899243-22-027928.hdr.sgml : 20220805 20220805200516 ACCESSION NUMBER: 0000899243-22-027928 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: Price Michael Morgan CENTRAL INDEX KEY: 0001939624 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39722 FILM NUMBER: 221142141 MAIL ADDRESS: STREET 1: 1834 S. CHARLES ST. CITY: BALTIMORE STATE: MD ZIP: 21230 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 0001939624 Price Michael Morgan C/O ZEROFOX HOLDINGS, INC. 1834 CHARLES STREET BALTIMORE MD 21230 0 1 0 0 Chief Technology Officer Employee Stock Option (right to buy) 0.35 2022-08-03 4 A 0 61549 A 2025-02-13 Common Stock 61549 61549 D Employee Stock Option (right to buy) 0.60 2022-08-03 4 A 0 329218 A 2026-01-27 Common Stock 329218 329218 D Employee Stock Option (right to buy) 0.98 2022-08-03 4 A 0 71569 A 2028-08-29 Common Stock 71569 71569 D Employee Stock Option (right to buy) 0.98 2022-08-03 4 A 0 192645 A 2029-03-05 Common Stock 192645 192645 D Employee Stock Option (right to buy) 1.23 2022-08-03 4 A 0 85883 A 2030-03-24 Common Stock 85883 85883 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 71569 A 2032-02-01 Common Stock 71569 71569 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. 61,549 options have vested as of August 3, 2022. 329,218 options have vested as of August 3, 2022. 71,569 options have vested as of August 3, 2022. 156,524 options have vested as of August 3, 2022 and the remaining will vest as follows: (i) 12,040 options will vest on September 1, 2022; (ii) 12,040 options will vest on December 1, 2022; and (iii) 12,041 options will vest on March 1, 2023. 48,309 options have vested as of August 3, 2022 and the remaining options will vest as follows: (i) 5,367 options will vest on August 24, 2022; (ii) 5,368 options will vest on November 24, 2022; (iii) 5,367 options will vest on February 24, 2023; (iv) 5,368 options will vest on May 24, 2023; (v) 5,368 options will vest on August 24, 2023; (vi) 5,368 options will vest on November 24, 2023; and (vii) 5,368 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) 4,473 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) 4,474 options will vest on March 1, 2025. Options will vest as follows: (i) 17,891 options will vest on February 1, 2023; (ii) 4,473 options will vest on May 1, 2023; (iii) 4,473 options will vest on August 1, 2023; (iv) 4,473 options will vest on November 1, 2023; (v) 4,473 options will vest on February 1, 2024; (vi) 4,473 options will vest on May 1, 2024; (vii) 4,473 options will vest on August 1, 2024; (viii) 4,473 options will vest on November 1, 2024; (ix) 4,474 options will vest on February 1, 2025; (x) 4,473 options will vest on May 1, 2025; (xi) 4,474 options will vest on August 1, 2025; (xii) 4,473 options will vest on November 1, 2025; and (xiii) 4,473 options will vest on February 1, 2026. /s/ Thomas P. FitzGerald as Attorney-in-Fact 2022-08-05