Kevin T. Reardon - Aug 10, 2023 Form 4 Insider Report for ZeroFox Holdings, Inc. (ZFOX)

Signature
/s/ Thomas P. FitzGerald as Attorney-in-Fact
Stock symbol
ZFOX
Transactions as of
Aug 10, 2023
Transactions value $
-$29,940
Form type
4
Date filed
8/14/2023, 06:16 AM
Previous filing
Mar 17, 2023
Next filing
Oct 11, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ZFOX Common Stock Sale -$29.9K -25.2K -5.11% $1.19 468K Aug 10, 2023 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. These sales are mandated by the Issuer's election under its equity incentive plans to require the satisfaction of a tax withholding obligation to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.
F2 Consists of (i) 56,957 shares of common stock and (ii) 410,583 unvested restricted stock units.