4//SEC Filing
KERINS PATRICK J 4
Accession 0000950170-24-060355
CIK 0001823575other
Filed
May 14, 8:00 PM ET
Accepted
May 15, 3:30 PM ET
Size
41.7 KB
Accession
0000950170-24-060355
Insider Transaction Report
Form 4
NEA Partners 14, L.P.
10% Owner
Transactions
- Disposition from Tender
Common Stock
2024-05-13−18,068,513→ 0 total
NEA 14 GP, LTD
10% Owner
Transactions
- Disposition from Tender
Common Stock
2024-05-13−18,068,513→ 0 total
New Enterprise Associates 14, L.P.
10% Owner
Transactions
- Disposition from Tender
Common Stock
2024-05-13−18,068,513→ 0 total
BASKETT FOREST
10% Owner
Transactions
- Disposition from Tender
Common Stock
2024-05-13−18,068,513→ 0 total
Florence Anthony A. Jr.
10% Owner
Transactions
- Disposition from Tender
Common Stock
2024-05-13−18,068,513→ 0 total
KERINS PATRICK J
10% Owner
Transactions
- Disposition from Tender
Common Stock
2024-05-13−18,068,513→ 0 total
SANDELL SCOTT D
10% Owner
Transactions
- Disposition from Tender
Common Stock
2024-05-13−18,068,513→ 0 total
Footnotes (3)
- [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]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.
- [F3]The securities are directly held by New Enterprise Associates 14, L.P. ("NEA 14") and are indirectly held by NEA Partners 14, L.P. ("NEA Partners 14"), the sole general partner of NEA 14, NEA 14 GP LTD ("NEA 14 LTD"), the sole general partner of NEA Partners 14 and each of the individual directors of NEA 14 LTD (NEA Partners 14, NEA 14 LTD, and the individual directors of NEA 14 LTD (collectively, the "Directors") together, the "Indirect Reporting Persons"). The Directors are Forest Baskett, Anthony A. Florence, Jr., Patrick J. Kerins and Scott D. Sandell. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 14 securities in which the Indirect Reporting Persons have no pecuniary interest.
Documents
Issuer
ZeroFox Holdings, Inc.
CIK 0001823575
Entity typeother
Related Parties
1- filerCIK 0001235112
Filing Metadata
- Form type
- 4
- Filed
- May 14, 8:00 PM ET
- Accepted
- May 15, 3:30 PM ET
- Size
- 41.7 KB