Corey Mulloy - Dec 14, 2022 Form 4 Insider Report for ZeroFox Holdings, Inc. (ZFOX)

Role
Director, 10%+ Owner
Signature
/s/ Thomas P. FitzGerald as Attorney-in-Fact
Stock symbol
ZFOX
Transactions as of
Dec 14, 2022
Transactions value $
$0
Form type
4
Date filed
12/15/2022, 04:46 PM
Previous filing
Aug 5, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ZFOX Common Stock Award $0 +42.9K $0.00 42.9K Dec 14, 2022 Direct F1, F2
holding ZFOX Common Stock 9.33M Dec 14, 2022 See Footnote F3
holding ZFOX Common Stock 4.02M Dec 14, 2022 See Footnote F4
holding ZFOX Common Stock 814K Dec 14, 2022 See Footnote F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents the grant of restricted stock units that vest in full on the day prior to the next annual meeting of stockholders of ZeroFox Holdings, Inc. (the "Issuer"), subject to the Reporting Person's continued service to the Issuer. Each restricted stock unit represents the contingent right to receive one share of the Issuer's common stock.
F2 Consists of 42,918 unvested restricted stock units.
F3 These shares are held directly by Highland Capital Partners 9 Limited Partnership ("HCP 9"). The general partner of HCP 9 is Highland Management Partners 9 Limited Partnership ("Highland 9 GP LP"), whose general partner is Highland Management Partners 9 LLC ("Highland 9 GP LLC"). The Reporting Person is a managing member of Highland 9 GP LLC and may be deemed to have voting and dispositive power over these shares. The Reporting Person disclaims beneficial ownership of all shares reported herein, except to the extent of the Reporting Person's pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of any securities such securities for purposes of Section 16 of the Securities Exchange Act of 1934 ("Section 16") or for any other purpose.
F4 These shares are held directly by Highland Capital Partners 9-B Limited Partnership ("HCP 9B"). The general partner of HCP 9B is Highland 9 GP LP, whose general partner is Highland 9 GP LLC. The Reporting Person is a managing member of Highland 9 GP LLC and may be deemed to have voting and dispositive power over in these shares. The Reporting Person disclaims beneficial ownership of all shares reported herein, except to the extent of the Reporting Person's pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of any securities such securities for purposes of Section 16 or for any other purpose.
F5 These shares are held directly by Highland Entrepreneurs' Fund 9 Limited Partnership ("HEF 9"). The general partner of HEF 9 is Highland 9 GP LP, whose general partner is Highland 9 GP LLC. The Reporting Person is a managing member of Highland 9 GP LLC and may be deemed to have voting and dispositive power over in these shares. The Reporting Person disclaims beneficial ownership of all shares reported herein, except to the extent of the Reporting Person's pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of any securities such securities for purposes of Section 16 or for any other purpose.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney