SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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* HIghland Management Partners 9 Limited Partnership (Last) (First) (Middle) ONE BROADWAY 14TH FLOOR (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/03/2022	3. Issuer Name and Ticker or Trading Symbol ZeroFox Holdings, Inc. [ ZFOX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	9,326,445	I	See Footnote(1)
Common Stock	4,017,272	I	See Footnote(2)
Common Stock	814,071	I	See Footnote(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* HIghland Management Partners 9 Limited Partnership (Last) (First) (Middle) ONE BROADWAY 14TH FLOOR (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)

1. Name and Address of Reporting Person* Highland Capital Partners 9-B Limited Partnership (Last) (First) (Middle) ONE BROADWAY 14TH FLOOR (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)

1. Name and Address of Reporting Person* Highland Entrepreneurs' Fund 9 Limited Partnership (Last) (First) (Middle) ONE BROADWAY 14TH FLOOR (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)

1. Name and Address of Reporting Person* Highland Capital Partners 9 Limited Partnership (Last) (First) (Middle) ONE BROADWAY 14TH FLOOR (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)

1. Name and Address of Reporting Person* Highland Management Partners 9 LLC (Last) (First) (Middle) ONE BROADWAY 14TH FLOOR (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)

Explanation of Responses:

1. These shares are held directly by Highland Capital Partners 9 Limited Partnership ("HCP 9"). The general partner of HCP 9 is Highland Management Partners 9 Limited Partnership ("Highland 9 GP LP"), whose general partner is Highland Management Partners 9 LLC ("Highland 9 GP LLC"). Robert Davis, Dan Nova, Paul Maeder and Corey Mulloy are the managing members of Highland 9 GP LLC (the "Managing Members") and may be deemed to have voting and dispositive power over the shares held by HCP 9. Each of Highland 9 GP LLC, Highland 9 GP LP and the Managing Members disclaims Section 16 beneficial ownership of all shares reported herein except to the extent of their pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the any of them are the beneficial owners of any such securities for purposes of Section 16 of the Securities Exchange Act of 1934 ("Section 16") or for any other purpose.

2. These shares are held directly by Highland Capital Partners 9-B Limited Partnership ("HCP 9B"). The general partner of HCP 9B is Highland 9 GP LP, whose general partner is Highland 9 GP LLC. The Managing Members may be deemed to have voting and dispositive power over the shares held by HCP 9B. Each of Highland 9 GP LLC, Highland 9 GP LP and the Managing Members disclaims Section 16 beneficial ownership of all shares reported herein except to the extent of their pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the any of them are the beneficial owners of any such securities for purposes of Section 16 or for any other purpose.

3. These shares are held directly by Highland Entrepreneurs' Fund 9 Limited Partnership ("HEF 9"). The general partner of HEF 9 is Highland 9 GP LP, whose general partner is Highland 9 GP LLC. The Managing Members may be deemed to have voting and dispositive power over the shares held by HEF 9. Each of Highland 9 GP LLC, Highland 9 GP LP and the Managing Members disclaims Section 16 beneficial ownership of all shares reported herein except to the extent of their pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the any of them are the beneficial owners of any such securities for purposes of Section 16 or for any other purpose.

Remarks:

Mr. Mulloy is a director of the Issuer and files separate Section 16 reports.

	By: /s/ Jessica Healey, Authorized Officer of Highland Management Partners 9 LLC	08/05/2022
	By: /s/ Jessica Healey, Authorized Officer of Highland Management Partners 9 LLC, the general partner of Highland Management Partners 9 Limited Partnership	08/05/2022
	By: /s/ Jessica Healey, Authorized Officer of Highland Management Partners 9 LLC, the general partner of Highland Management Partners 9 Limited Partnership, the general partner of Highland Capital Partners 9 Limited Partnership By: /s/ Jessica Heale	08/05/2022
	By: /s/ Jessica Healey, Authorized Officer of Highland Management Partners 9 LLC, the general partner of Highland Management Partners 9 Limited Partnership, the general partner of Highland Capital Partners 9-B Limited Partnership	08/05/2022
	By: /s/ Jessica Healey, Authorized Officer of Highland Management Partners 9 LLC, the general partner of Highland Management Partners 9 Limited Partnership, the general partner of Highland Entrepreneurs' Fund 9 Limited Partnership	08/05/2022
	** Signature of Reporting Person	Date
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