Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Price Michael Morgan

(Last)

(First)

(Middle)

C/O ZEROFOX HOLDINGS, INC.

1834 CHARLES STREET

(Street)

BALTIMORE

MD

21230

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ZeroFox Holdings, Inc. [ ZFOX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/13/2024		D⁽¹⁾		638,526⁽²⁾	D	⁽³⁾⁽⁴⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$0.35	05/13/2024		D⁽¹⁾			61,549	⁽⁵⁾	02/13/2025	Common Stock	61,549	⁽⁵⁾	0	D
Stock Option (right to buy)	$0.6	05/13/2024		D⁽¹⁾			329,218	⁽⁵⁾	01/27/2026	Common Stock	329,218	⁽⁵⁾	0	D
Stock Option (right to buy)	$0.98	05/13/2024		D⁽¹⁾			71,569	⁽⁵⁾	08/29/2028	Common Stock	71,569	⁽⁵⁾	0	D
Stock Option (right to buy)	$0.98	05/13/2024		D⁽¹⁾			192,645	⁽⁵⁾	03/05/2029	Common Stock	192,645	⁽⁵⁾	0	D
Stock Option (right to buy)	$1.23	05/13/2024		D⁽¹⁾			85,883	⁽⁶⁾	02/24/2030	Common Stock	85,883	⁽⁶⁾	0	D
Stock Option (right to buy)	$2.24	05/13/2024		D⁽¹⁾			71,569	⁽⁶⁾	03/01/2031	Common Stock	71,569	⁽⁶⁾	0	D
Stock Option (right to buy)	$8.25	05/13/2024		D⁽¹⁾			71,569	⁽⁶⁾	02/01/2032	Common Stock	71,569	⁽⁶⁾	0	D

Explanation of Responses:

1. 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").

2. Consists of (i) 110,060 shares of common stock and (ii) 528,466 unvested restricted stock units ("RSUs").

3. 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.

4. 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.

5. 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.

6. 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	05/13/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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