Sec Form 4 Filing - Corbin Capital Partners, L.P. @ ZeroFox Holdings, Inc. - 2022-08-02

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
Corbin Capital Partners, L.P.
2. Issuer Name and Ticker or Trading Symbol
ZeroFox Holdings, Inc. [ LNFA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Former 10% Owner
(Last) (First) (Middle)
590 MADISON AVENUE, 31ST FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
08/02/2022
(Street)
NEW YORK, NY10022
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
Class A Ordinary Shares, par value $0.0001 per share 08/02/2022 S 6,427 D $ 14.4037( 4 ) 461,906 I See Footnotes( 1 )( 3 )
Class A Ordinary Shares, par value $0.0001 per share 08/02/2022 S 12,855 D $ 14.4037( 4 ) 923,812 I See Footnotes( 2 )( 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 Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Corbin Capital Partners, L.P.
590 MADISON AVENUE, 31ST FLOOR
NEW YORK, NY10022
Former 10% Owner
Corbin Opportunity Fund, L.P.
590 MADISON AVENUE, 31ST FLOOR
NEW YORK, NY10022
Former 10% Owner
Corbin ERISA Opportunity Fund, Ltd.
590 MADISON AVENUE
31ST FLOOR
NEW YORK, NY10022
Former 10% Owner
Corbin Capital Partners GP, LLC
590 MADISON AVENUE
31ST FLOOR
NEW YORK, NY10022
Former 10% Owner
Signatures
Corbin Opportunity Fund, L.P., By: Corbin Capital Partners, L.P., its investment advisor, By: /s/ Daniel Friedman, as General Counsel 08/04/2022
Signature of Reporting Person Date
Corbin ERISA Opportunity Fund, Ltd., By: Corbin Capital Partners, L.P., its investment advisor, By: /s/ Daniel Friedman, as General Counsel 08/04/2022
Signature of Reporting Person Date
Corbin Capital Partners, L.P., By: /s/ Daniel Friedman, as General Counsel 08/04/2022
Signature of Reporting Person Date
Corbin Capital Partners GP, LLC, By: /s/ Daniel Friedman, as Authorized Signatory 08/04/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Held directly by Corbin Opportunity Fund, L.P., a Delaware limited partnership ("COF"). Corbin Capital Partners, L.P., a Delaware limited partnership ("CCP") is the investment advisor to COF and may be deemed to have beneficial ownership over the Class A Ordinary Shares held by COF. Corbin Capital Partners GP, LLC, a Delaware limited liability company ("Corbin GP") is the general partner of CCP and may be deemed to share beneficial ownership over the Class A Ordinary Shares held by COF over which CCP shares beneficial ownership.
( 2 )Held directly by Corbin ERISA Opportunity Fund, Ltd., a Cayman Islands exempted company ("CEOF"). CCP is the investment advisor to CEOF and may be deemed to have beneficial ownership over the Class A Ordinary Shares held by CEOF. Corbin GP is the general partner of CCP and may be deemed to share beneficial ownership over the Class A Ordinary Shares held by CEOF over which CCP shares beneficial ownership.
( 3 )Each of COF, CEOF, CCP and Corbin GP (the "Reporting Persons") disclaims beneficial ownership of all reported shares except to the extent of their pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 or otherwise.
( 4 )The price reported in Column 4 is a weighted average price. These Class A ordinary shares, par value $0.0001 per share (the "Class A Ordinary Shares") of L&F Acquisition Corp. (the "Issuer") were sold in multiple transactions at prices ranging from $14.40 to $14.425, inclusive. The Reporting Persons undertake to provide to any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Class A Ordinary Shares sold at each separate price within the ranges set forth in the footnotes of this Form 4.

Remarks:
On August 3, 2022, the Issuer's Business Combination, as defined and described in the Issuer's proxy statement/prospectus included in its Registration Statement on Form S-4, as amended, was consummated. As a result of the issuance of additional shares in the Business Combination, the Reporting Persons no longer beneficially own more than 10% of the Issuer's securities, which now trade under the name ZeroFox Holdings, Inc.

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