| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ZFOX | Common Stock | Disposed to Issuer | -85.9K | -100% | 0 | May 13, 2024 | Direct | F1, F2, F3, F4 | ||
| transaction | ZFOX | Common Stock | Disposed to Issuer | -50K | -100% | 0 | May 13, 2024 | By GCP-OI I, LLC | F1, F3, F5 |
Adam Gerchen 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) 42,918 shares of common stock and (ii) 43,000 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 right to receive an amount in cash equal to $1.14 per share without interest thereon and subject to any applicable withholding taxes. |
| F5 | The securities on this Form 4 are held by GCP-OI I, LLC. The Reporting Person controls GCP-OI I, LLC by virtue of his role as manager of GCP-OI I, LLC, and as such, has voting and investment direction with respect to the securities held by GCP-OI I, LLC and may be deemed to have beneficial ownership of the securities held by GCP-OI I, LLC. |