0000950170-24-058297.txt : 20240513
0000950170-24-058297.hdr.sgml : 20240513
20240513103638
ACCESSION NUMBER: 0000950170-24-058297
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: Foster James Christopher
CENTRAL INDEX KEY: 0001940323
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39722
FILM NUMBER: 24937436
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]
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
0001940323
Foster James Christopher
C/O ZEROFOX HOLDINGS, INC.
1834 CHARLES STREET
BALTIMORE
MD
21230
true
true
false
false
CEO and Chairman
false
Common Stock
2024-05-13
4
D
false
10370476
D
0
D
Common Stock
2024-05-13
4
D
false
60475
D
0
I
By Wolf Acquisitions, L.P.
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) 8,866,827 shares of common stock and (ii) 1,503,649 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 contingent right to receive an amount in cash equal to $1.14 per share without interest thereon and subject to any applicable withholding taxes. Such resulting amount will vest and become payable at the same time that the RSUs, from which such resulting amount was converted, would have vested pursuant to their terms and will otherwise remain subject to substantially the same terms and conditions as were applicable to such RSUs immediately prior to the effective time of the Merger.
Wolf Acquisitions, L.P. is wholly owned by the Reporting Person.
/s/ Thomas P. FitzGerald as Attorney-in-Fact
2024-05-13