Sec Form 3 Filing - HIghland Management Partners 9 Limited Partnership @ ZeroFox Holdings, Inc. - 2022-08-03

FORM 3 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 HIghland Management Partners 9 Limited Partnership 2. Issuer Name and Ticker or Trading Symbol ZeroFox Holdings, Inc. [ ZFOX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) ONE BROADWAY, 14TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/03/2022 (Street) CAMBRIDGE, MA02142 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 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 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 Exer cisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HIghland Management Partners 9 Limited Partnership ONE BROADWAY 14TH FLOOR CAMBRIDGE, MA02142 X Highland Capital Partners 9-B Limited Partnership ONE BROADWAY 14TH FLOOR CAMBRIDGE, MA02142 X Highland Entrepreneurs' Fund 9 Limited Partnership ONE BROADWAY 14TH FLOOR CAMBRIDGE, MA02142 X Highland Capital Partners 9 Limited Partnership ONE BROADWAY 14TH FLOOR CAMBRIDGE, MA02142 X Highland Management Partners 9 LLC ONE BROADWAY 14TH FLOOR CAMBRIDGE, MA02142 X Signatures By: /s/ Jessica Healey, Authorized Officer of Highland Management Partners 9 LLC 08/05/2022 Signature of Reporting Person Date 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 Signature of Reporting Person Date 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 PartnershipBy: /s/ Jessica Heale 08/05/2022 Signature of Reporting Person Date By: /s/ Jessica Healey, Authorized Officer of Highland Management Partners 9 LLC, the general partner of HighlandManagement Partners 9 Limited Partnership, the general partner of Highland Capital Partners 9-B Limited Partnership 08/05/2022 Signature of Reporting Person Date By: /s/ Jessica Healey, Authorized Officer of Highland Management Partners 9 LLC, the general partner of HighlandManagement Partners 9 Limited Partnership, the general partner of Highland Entrepreneurs' Fund 9 Limited Partnership 08/05/2022 Signature of Reporting Person Date

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.

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.