Sec Form 4 Filing - Price Michael Morgan @ ZeroFox Holdings, Inc. - 2024-05-13

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. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Price Michael Morgan 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 X __ Officer (give title below) _____ Other (specify below) Chief Technology Officer (Last) (First) (Middle) C/O ZEROFOX HOLDINGS, INC., 1834 CHARLES STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/13/2024 (Street) BALTIMORE, MD21230 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/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 (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/13/2024 D( 1 ) 638,526 ( 2 ) D 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 0.35 05/13/2024 D( 1 ) 61,549 ( 5 ) 02/13/2025 Common Stock 61,549 ( 5 ) 0 D Stock Option (right to buy) $ 0.6 05/13/2024 D( 1 ) 329,218 ( 5 ) 01/27/2026 Common Stock 329,218 ( 5 ) 0 D Stock Option (right to buy) $ 0.98 05/13/2024 D( 1 ) 71,569 ( 5 ) 08/29/2028 Common Stock 71,569 ( 5 ) 0 D Stock Option (right to buy) $ 0.98 05/13/2024 D( 1 ) 192,645 ( 5 ) 03/05/2029 Common Stock 192,645 ( 5 ) 0 D Stock Option (right to buy) $ 1.23 05/13/2024 D( 1 ) 85,883 ( 6 ) 02/24/2030 Common Stock 85,883 ( 6 ) 0 D Stock Option (right to buy) $ 2.24 05/13/2024 D( 1 ) 71,569 ( 6 ) 03/01/2031 Common Stock 71,569 ( 6 ) 0 D Stock Option (right to buy) $ 8.25 05/13/2024 D( 1 ) 71,569 ( 6 ) 02/01/2032 Common Stock 71,569 ( 6 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Price Michael Morgan C/O ZEROFOX HOLDINGS, INC. 1834 CHARLES STREET BALTIMORE, MD21230 Chief Technology Officer Signatures /s/ Thomas P. FitzGerald as Attorney-in-Fact 05/13/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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"). ( 2 )Consists of (i) 110,060 shares of common stock and (ii) 528,466 unvested restricted stock units ("RSUs"). ( 3 )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. ( 4 )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. ( 5 )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. ( 6 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.