| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ZFOX | Common Stock | Disposed to Issuer | -10.4M | -100% | 0 | May 13, 2024 | Direct | F1, F2, F3, F4 | ||
| transaction | ZFOX | Common Stock | Disposed to Issuer | -60.5K | -100% | 0 | May 13, 2024 | By Wolf Acquisitions, L.P. | F1, F3, F5 |
James Christopher Foster is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Securities are disposed of pursuant to the Agreement and Plan of Merger, dated as of February 6, 2024, by and among the Issuer, ZI Intermediate II, Inc. ("Parent"), and HI Optimus Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"). On May 13, 2024, Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly-owned subsidiary of Parent (the "Merger"). |
| F2 | Consists of (i) 8,866,827 shares of common stock and (ii) 1,503,649 unvested restricted stock units ("RSUs"). |
| F3 | At the effective time of the Merger, each then outstanding share of the Issuer's common stock was canceled and converted automatically into the right to receive an amount in cash equal to $1.14 per share without interest thereon and subject to any applicable withholding taxes. |
| F4 | At the effective time of the Merger, each then outstanding RSU held by the Reporting Person was canceled and converted automatically into the contingent right to receive an amount in cash equal to $1.14 per share without interest thereon and subject to any applicable withholding taxes. Such resulting amount will vest and become payable at the same time that the RSUs, from which such resulting amount was converted, would have vested pursuant to their terms and will otherwise remain subject to substantially the same terms and conditions as were applicable to such RSUs immediately prior to the effective time of the Merger. |
| F5 | Wolf Acquisitions, L.P. is wholly owned by the Reporting Person. |