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 OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Mulloy Corey		 2. Issuer Name and Ticker or Trading Symbol

ZeroFox Holdings, Inc. [ ZFOX ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O ZEROFOX HOLDINGS, INC., 1834 CHARLES STREET		 3. Date of Earliest Transaction (MM/DD/YYYY)

12/14/2022
(Street)

BALTIMORE, MD 21230
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 12/14/2022  A  42918 (1)A$0.00 42918 (2)D  
Common Stock         9326445 I See Footnote (3)
Common Stock         4017272 I See Footnote (4)
Common Stock         814071 I See Footnote (5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
(1) Represents the grant of restricted stock units that vest in full on the day prior to the next annual meeting of stockholders of ZeroFox Holdings, Inc. (the "Issuer"), subject to the Reporting Person's continued service to the Issuer. Each restricted stock unit represents the contingent right to receive one share of the Issuer's common stock.
(2) Consists of 42,918 unvested restricted stock units.
(3) 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"). The Reporting Person is a managing member of Highland 9 GP LLC and may be deemed to have voting and dispositive power over these shares. The Reporting Person disclaims beneficial ownership of all shares reported herein, except to the extent of the Reporting Person's pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of any securities such securities for purposes of Section 16 of the Securities Exchange Act of 1934 ("Section 16") or for any other purpose.
(4) 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 Reporting Person is a managing member of Highland 9 GP LLC and may be deemed to have voting and dispositive power over in these shares. The Reporting Person disclaims beneficial ownership of all shares reported herein, except to the extent of the Reporting Person's pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of any securities such securities for purposes of Section 16 or for any other purpose.
(5) 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 Reporting Person is a managing member of Highland 9 GP LLC and may be deemed to have voting and dispositive power over in these shares. The Reporting Person disclaims beneficial ownership of all shares reported herein, except to the extent of the Reporting Person's pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of any securities such securities for purposes of Section 16 or for any other purpose.

Remarks:
Exhibit List: Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Mulloy Corey
C/O ZEROFOX HOLDINGS, INC.
1834 CHARLES STREET
BALTIMORE, MD 21230		XX
Signatures
/s/ Thomas P. FitzGerald as Attorney-in-Fact12/15/2022
**Signature of Reporting PersonDate
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 control number.
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