Michael Morgan Price - 13 May 2024 Form 4 Insider Report for ZeroFox Holdings, Inc.

Role
Chief Technology Officer
Signature
/s/ Thomas P. FitzGerald as Attorney-in-Fact
Issuer symbol
N/A
Transactions as of
13 May 2024
Net transactions value
$0
Form type
4
Filing time
13 May 2024, 10:50:52 UTC
Previous filing
19 Mar 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ZFOX Common Stock Disposed to Issuer -638,526 -100% 0 13 May 2024 Direct F1, F2, F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ZFOX Stock Option (right to buy) Disposed to Issuer -61,549 -100% 0 13 May 2024 Common Stock 61,549 $0.3500 Direct F1, F5
transaction ZFOX Stock Option (right to buy) Disposed to Issuer -329,218 -100% 0 13 May 2024 Common Stock 329,218 $0.6000 Direct F1, F5
transaction ZFOX Stock Option (right to buy) Disposed to Issuer -71,569 -100% 0 13 May 2024 Common Stock 71,569 $0.9800 Direct F1, F5
transaction ZFOX Stock Option (right to buy) Disposed to Issuer -192,645 -100% 0 13 May 2024 Common Stock 192,645 $0.9800 Direct F1, F5
transaction ZFOX Stock Option (right to buy) Disposed to Issuer -85,883 -100% 0 13 May 2024 Common Stock 85,883 $1.23 Direct F1, F6
transaction ZFOX Stock Option (right to buy) Disposed to Issuer -71,569 -100% 0 13 May 2024 Common Stock 71,569 $2.24 Direct F1, F6
transaction ZFOX Stock Option (right to buy) Disposed to Issuer -71,569 -100% 0 13 May 2024 Common Stock 71,569 $8.25 Direct F1, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Michael Morgan Price 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) 110,060 shares of common stock and (ii) 528,466 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 At the effective time of the Merger, each then vested and outstanding option to purchase shares of common stock, was automatically deemed exercised on a cashless basis and exchanged for the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product obtained by multiplying (x) the excess, if any, of (A) $1.14 over (B) the per-share exercise price for such vested option, by (y) the total number of shares of common stock underlying such vested option.
F6 At the effective time of the Merger, each option to purchase shares of common stock, then vested or unvested, with an exercise price equal to or greater than $1.14 was canceled for no consideration.