Timothy S. Bender - Aug 3, 2022 Form 4 Insider Report for ZeroFox Holdings, Inc. (ZFOX)

Role
Chief Financial Officer and Treasurer
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, 08:05 PM
Next filing
Aug 15, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ZFOX Common Stock Award +15.1K 15.1K Aug 3, 2022 Direct F1, F2

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 +401K 401K Aug 3, 2022 Common Stock 401K $0.60 Direct F1, F2, F3
transaction ZFOX Employee Stock Option (right to buy) Award +126K 126K Aug 3, 2022 Common Stock 126K $0.77 Direct F1, F2, F4
transaction ZFOX Employee Stock Option (right to buy) Award +194K 194K Aug 3, 2022 Common Stock 194K $0.98 Direct F1, F2, F5
transaction ZFOX Employee Stock Option (right to buy) Award +115K 115K Aug 3, 2022 Common Stock 115K $1.23 Direct F1, F2, F6
transaction ZFOX Employee Stock Option (right to buy) Award +71.6K 71.6K Aug 3, 2022 Common Stock 71.6K $2.24 Direct F1, F2, F7
transaction ZFOX Employee Stock Option (right to buy) Award +85.9K 85.9K Aug 3, 2022 Common Stock 85.9K $8.25 Direct F1, F2, F8
* 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 400,787 options have vested as of August 3, 2022.
F4 125,961 options have vested as of August 3, 2022.
F5 157,406 options have vested as of August 3, 2022 and the remaining options will vest as follows: (i) 12,109 options will vest on September 1, 2022; (ii) 12,108 options will vest on December 1, 2022; and (iii) 12,108 options will vest on March 1, 2023.
F6 64,412 options have vested as of August 3, 2022 and the remaining options will vest as follows: (i) 7,157 options will vest on August 24, 2022; (ii) 7,157 options will vest on November 24, 2022; (iii) 7,157 options will vest on February 24, 2023; (iv) 7,157 options will vest on May 24, 2023; (v) 7,157 options will vest on August 24, 2023; (vi) 7,157 options will vest on November 24, 2023; and (vii) 7,156 options will vest on February 24, 2024.
F7 22,365 options have vested as of August 3, 2022 and the remaining options will vest as follows: (i) 4,474 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) 4,473 options will vest on March 1, 2025.
F8 Options will vest as follows: (i) 21,470 options will vest on February 1, 2023; (ii) 5,368 options will vest on May 1, 2023; (iii) 5,368 options will vest on August 1, 2023; (iv) 5,368 options will vest on November 1, 2023; (v) 5,368 options will vest on February 1, 2024; (vi) 5,368 options will vest on May 1, 2024; (vii) 5,368 options will vest on August 1, 2024; (viii) 5,367 options will vest on November 1, 2024; (ix) 5,368 options will vest on February 1, 2025; (x) 5,367 options will vest on May 1, 2025; (xi) 5,368 options will vest on August 1, 2025; (xii) 5,367 options will vest on November 1, 2025; and (xiii) 5,368 options will vest on February 1, 2026.

Remarks:

Chief Financial Officer and Treasurer