L&F Acquisition Corp.

08/05/2022 | Press release | Distributed by Public on 08/05/2022 18:05

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Bender Timothy S
2. Issuer Name and Ticker or Trading Symbol
ZeroFox Holdings, Inc. [ZFOX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
See Remarks /
(Last) (First) (Middle)
C/O ZEROFOX HOLDINGS, INC. , 1834 CHARLES STREET
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
BALTIMORE MD 21230
4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bender Timothy S
C/O ZEROFOX HOLDINGS, INC.
1834 CHARLES STREET
BALTIMORE, MD21230

See Remarks

Signatures

/s/ Thomas P. FitzGerald as Attorney-in-Fact 2022-08-05
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(b)(v).
(**) Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Received in connection with the closing on August 3, 2022 of the transactions contemplated by the Business Combination Agreement, dated as of December 17, 2021, by and among L&F Acquisition Corp., a Cayman Islands exempted company, which domesticated as a Delaware corporation with the name ZeroFox Holdings, Inc. (the "Company"), L&F Acquisition Holdings, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of the Company ("L&F Holdings"), ZF Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of L&F Holdings ("ZF Merger Sub"), IDX Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of L&F Holdings ("IDX Merger Sub"), IDX Forward Merger Sub, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of L&F Holdings ("IDX Forward Merger Sub"), ZeroFox, Inc.,
(2) (Continued from Footnote 1) a Delaware corporation ("ZeroFox"), and ID Experts Holdings, Inc., a Delaware corporation ("IDX"), pursuant to which (i) ZF Merger Sub merged with and into ZeroFox (the "ZF Merger"), with ZeroFox being the surviving company in the ZF Merger and continuing as a direct, wholly-owned subsidiary of L&F Holdings, (ii) immediately following the ZF Merger, IDX Merger Sub merged with and into IDX (the "IDX Merger"), with IDX being the surviving company in the IDX Merger ("Transitional IDX Entity") and continuing as a direct, wholly-owned subsidiary of L&F Holdings, and (iii) immediately following the IDX Merger, Transitional IDX Entity merged with and into IDX Forward Meger Sub (the "IDX Forward Merger"), with IDX Forward Merger Sub being the surviving company in the IDX Forward Merger and continuing as a direct, wholly-owned subsidiary of L&F Holdings.
(3) 400,787 options have vested as of August 3, 2022.
(4) 125,961 options have vested as of August 3, 2022.
(5) 157,406 options have vested as of August 3, 2022 and the remaining options will vest as follows: (i) 12,109 options will vest on September 1, 2022; (ii) 12,108 options will vest on December 1, 2022; and (iii) 12,108 options will vest on March 1, 2023.
(6) 64,412 options have vested as of August 3, 2022 and the remaining options will vest as follows: (i) 7,157 options will vest on August 24, 2022; (ii) 7,157 options will vest on November 24, 2022; (iii) 7,157 options will vest on February 24, 2023; (iv) 7,157 options will vest on May 24, 2023; (v) 7,157 options will vest on August 24, 2023; (vi) 7,157 options will vest on November 24, 2023; and (vii) 7,156 options will vest on February 24, 2024.
(7) 22,365 options have vested as of August 3, 2022 and the remaining options will vest as follows: (i) 4,474 options will vest on September 1, 2022; (ii) 4,473 options will vest on December 1, 2022; (iii) 4,473 options will vest on March 1, 2023; (iv) 4,473 options will vest on June 1, 2023; (v) 4,473 options will vest on September 1, 2023; (vi) 4,473 options will vest on December 1, 2023; (vii) 4,473 options will vest on March 1, 2024; (viii) 4,473 options will vest on June 1, 2024; (ix) 4,473 options will vest on September 1, 2024; (x) 4,473 options will vest on December 1, 2024; and (xi) 4,473 options will vest on March 1, 2025.
(8) Options will vest as follows: (i) 21,470 options will vest on February 1, 2023; (ii) 5,368 options will vest on May 1, 2023; (iii) 5,368 options will vest on August 1, 2023; (iv) 5,368 options will vest on November 1, 2023; (v) 5,368 options will vest on February 1, 2024; (vi) 5,368 options will vest on May 1, 2024; (vii) 5,368 options will vest on August 1, 2024; (viii) 5,367 options will vest on November 1, 2024; (ix) 5,368 options will vest on February 1, 2025; (x) 5,367 options will vest on May 1, 2025; (xi) 5,368 options will vest on August 1, 2025; (xii) 5,367 options will vest on November 1, 2025; and (xiii) 5,368 options will vest on February 1, 2026.
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