Barbara Lynn Stewart - May 13, 2024 Form 4 Insider Report for ZeroFox Holdings, Inc. (ZFOX)

Role
Director
Signature
/s/ Thomas P. FitzGerald as Attorney-in-Fact
Stock symbol
ZFOX
Transactions as of
May 13, 2024
Transactions value $
$0
Form type
4
Date filed
5/13/2024, 10:50 AM
Previous filing
Sep 14, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ZFOX Common Stock Disposed to Issuer -94K -100% 0 May 13, 2024 Direct F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Barbara Lynn Stewart is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

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) 51,000 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.