Kevin T. Reardon - May 13, 2024 Form 4 Insider Report for ZeroFox Holdings, Inc. (ZFOX)

Role: Chief Operating Officer
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, 10:53 AM
Previous filing: Mar 19, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ZFOX	Common Stock	Disposed to Issuer		-639K	-100%		0	May 13, 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		-1.17M	-100%		0	May 13, 2024	Common Stock	1.17M	$1.23	Direct	F1, F5
transaction	ZFOX	Stock Option (right to buy)	Disposed to Issuer		-358K	-100%		0	May 13, 2024	Common Stock	358K	$6.64	Direct	F1, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Kevin T. Reardon 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) 110,166 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 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.