Scott O'Rourke - Aug 3, 2022 Form 4 Insider Report for ZeroFox Holdings, Inc. (ZFOX)

Role: Chief Revenue Officer
Signature: /s/ Thomas P. FitzGerald as Attorney-in-Fact
Stock symbol: ZFOX
Transactions as of: Aug 3, 2022
Transactions value $: $0
Form type: 4
Date filed: 8/5/2022, 07:58 PM
Next filing: Aug 15, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ZFOX	Employee Stock Option (right to buy)	Award		+50.1K			50.1K	Aug 3, 2022	Common Stock	50.1K	$0.49	Direct	F1, F2, F3
transaction	ZFOX	Employee Stock Option (right to buy)	Award		+42.9K			42.9K	Aug 3, 2022	Common Stock	42.9K	$0.60	Direct	F1, F2, F4
transaction	ZFOX	Employee Stock Option (right to buy)	Award		+247K			247K	Aug 3, 2022	Common Stock	247K	$0.70	Direct	F1, F2, F5
transaction	ZFOX	Employee Stock Option (right to buy)	Award		+143K			143K	Aug 3, 2022	Common Stock	143K	$0.98	Direct	F1, F2, F6
transaction	ZFOX	Employee Stock Option (right to buy)	Award		+97.3K			97.3K	Aug 3, 2022	Common Stock	97.3K	$0.98	Direct	F1, F2, F7
transaction	ZFOX	Employee Stock Option (right to buy)	Award		+5.73K			5.73K	Aug 3, 2022	Common Stock	5.73K	$1.09	Direct	F1, F2, F8
transaction	ZFOX	Employee Stock Option (right to buy)	Award		+5.73K			5.73K	Aug 3, 2022	Common Stock	5.73K	$1.23	Direct	F1, F2, F9
transaction	ZFOX	Employee Stock Option (right to buy)	Award		+1.43K			1.43K	Aug 3, 2022	Common Stock	1.43K	$1.23	Direct	F1, F2, F10
transaction	ZFOX	Employee Stock Option (right to buy)	Award		+85.9K			85.9K	Aug 3, 2022	Common Stock	85.9K	$2.24	Direct	F1, F2, F11
transaction	ZFOX	Employee Stock Option (right to buy)	Award		+71.6K			71.6K	Aug 3, 2022	Common Stock	71.6K	$8.25	Direct	F1, F2, F12

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.,
F2	(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.
F3	50,098 options have vested as of August 3, 2022.
F4	42,941 options have vested as of August 3, 2022.
F5	247,056 options have vested as of August 3, 2022.
F6	116,299 options have vested as of August 3, 2022 and the remaining options will vest as follows: (i) 8,946 options will vest on September 1, 2022; (ii) 8,946 options will vest on December 1, 2022; and (iii) 8,947 options will vest on March 1, 2023.
F7	60,833 options have vested as of August 3, 2022 and the remaining options will vest as follows: (i) 6,083 options will vest on October 31, 2022; (ii) 6,084 options will vest on January 30, 2023; (iii) 6,083 options will vest on April 30, 2023; (iv) 6,084 options will vest on July 31, 2023; (v) 6,083 options will vest on October 31, 2023; and (vi) 6,084 options will vest on January 30, 2024.
F8	5,725 options have vested as of August 3, 2022.
F9	3,578 options have vested as of August 3, 2022 and the remaining options will vest as follows: (i) 358 options will vest on November 1, 2022; (ii) 358 options will vest on February 1, 2023; (iii) 358 options will vest on May 1, 2023; (iv) 358 options will vest on August 1, 2023; (v) 358 options will vest on November 1, 2023; and (vi) 357 options will vest on February 1, 2024.
F10	1,431 options have vested as of August 3, 2022.
F11	26,838 options have vested as of August 3, 2022 and the remaining options will vest as follows: (i) 5,367 options will vest on September 1, 2022; (ii) 5,368 options will vest on December 1, 2022; (iii) 5,367 options will vest on March 1, 2023; (iv) 5,368 options will vest on June 1, 2023; (v) 5,367 options will vest on September 1, 2023; (vi) 5,368 options will vest on December 1, 2023; (vii) 5,368 options will vest on March 1, 2024; (viii) 5,368 options will vest on June 1, 2024; (ix) 5,368 options will vest on September 1, 2024; (x) 5,368 options will vest on December 1, 2024; and (xi) 5,368 options will vest on March 1, 2025.
F12	Options will vest as follows: (i) 17,893 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) 4,473 options will vest on February 1, 2025; (x) 4,473 options will vest on May 1, 2025; (xi) 4,473 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.