0000950170-24-058318.txt : 20240513 0000950170-24-058318.hdr.sgml : 20240513 20240513105052 ACCESSION NUMBER: 0000950170-24-058318 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: Price Michael Morgan CENTRAL INDEX KEY: 0001939624 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39722 FILM NUMBER: 24937492 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 0001939624 Price Michael Morgan C/O ZEROFOX HOLDINGS, INC. 1834 CHARLES STREET BALTIMORE MD 21230 false true false false Chief Technology Officer false Common Stock 2024-05-13 4 D false 638526 D 0 D Stock Option (right to buy) 0.35 2024-05-13 4 D false 61549 D 2025-02-13 Common Stock 61549 0 D Stock Option (right to buy) 0.60 2024-05-13 4 D false 329218 D 2026-01-27 Common Stock 329218 0 D Stock Option (right to buy) 0.98 2024-05-13 4 D false 71569 D 2028-08-29 Common Stock 71569 0 D Stock Option (right to buy) 0.98 2024-05-13 4 D false 192645 D 2029-03-05 Common Stock 192645 0 D Stock Option (right to buy) 1.23 2024-05-13 4 D false 85883 D 2030-02-24 Common Stock 85883 0 D Stock Option (right to buy) 2.24 2024-05-13 4 D false 71569 D 2031-03-01 Common Stock 71569 0 D Stock Option (right to buy) 8.25 2024-05-13 4 D false 71569 D 2032-02-01 Common Stock 71569 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) 110,060 shares of common stock and (ii) 528,466 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. At the effective time of the Merger, each then vested and outstanding option to purchase shares of common stock, was automatically deemed exercised on a cashless basis and exchanged for the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product obtained by multiplying (x) the excess, if any, of (A) $1.14 over (B) the per-share exercise price for such vested option, by (y) the total number of shares of common stock underlying such vested option. At the effective time of the Merger, each option to purchase shares of common stock, then vested or unvested, with an exercise price equal to or greater than $1.14 was canceled for no consideration. /s/ Thomas P. FitzGerald as Attorney-in-Fact 2024-05-13