Kevin T. Reardon - Aug 3, 2022 Form 4 Insider Report for ZeroFox Holdings, Inc. (ZFOX)

Role: Chief Operating 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, 08:09 PM
Next filing: Mar 17, 2023

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		+1.17M			1.17M	Aug 3, 2022	Common Stock	1.17M	$1.23	Direct	F1, F2, F3
transaction	ZFOX	Employee Stock Option (right to buy)	Award		+358K			358K	Aug 3, 2022	Common Stock	358K	$6.64	Direct	F1, F2, F4

* 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	733,584 options have vested as of August 3, 2022 and the remaining options will vest as follows: (i) 73,358 options will vest on October 30, 2022; (ii) 73,358 options will vest on January 30, 2023; (iii) 73,358 options will vest on April 30, 2023; (iv) 73,359 options will vest on July 30, 2023; (v) 73,358 options will vest on October 30, 2023; and (vi) 73,359 options will vest on January 30, 2024.
F4	Options will vest as follows: (i) 89,459 options will vest on November 1, 2022; (ii) 22,366 options will vest on February 1, 2023; (iii) 22,365 options will vest on May 1, 2023; (iv) 22,366 options will vest on August 1, 2023; (v) 22,365 options will vest on November 1, 2023; (vi) 22,366 options will vest on February 1, 2024; (vii) 22,365 options will vest on May 1, 2024; (viii) 22,366 options will vest on July 31, 2024 (ix) 22,365 options will vest on October 31, 2024; (x) 22,366 options will vest on February 1, 2025; (xi) 22,365 options will vest on May 1, 2025; (xii) 22,366 options will vest on August 1, 2025; and (xiii) 22,365 options will vest on November 1, 2025.