ZIXI Zix Corp

FORM 4 [X] 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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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 * WAGNER DAVID	2. Issuer Name and Ticker or Trading Symbol ZIX CORP [ ZIXI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) President, CEO
(Last)          (First)          (Middle) 2711 N. HASKELL AVENUE, SUITE 2300	3. Date of Earliest Transaction (MM/DD/YYYY) 12/23/2021
(Street) DALLAS, TX 75204 (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	12/15/2021		M		200000	A	$3.61	1019834	D
Common Stock	12/23/2021		D		1019834 (5)	D	$8.50 (1)(3)	0	D

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 Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. 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 Date		7. 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Options	$3.61	12/15/2021		M			200000	(6)	2/17/2026	Common Stock	200000	$0.00	210379	D
Restricted Stock Units	(2)	12/23/2021		D			210379	(4)	(4)	Common Stock	210379	(3)	0	D

Explanation of Responses:
(1)	On December 23, 2021, the Issuer was acquired by Open Text Corporation ("Parent") pursuant to the Agreement and Plan of Merger (the "Agreement"), dated as of November 7, 2021, by and among Parent, Issuer and Zeta Merger Sub Inc. (the "Merger"). At the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock (subject to limited exceptions) converted into the right to receive $8.50 in cash, without interest.
(2)	Each restricted stock unit would convert into a share of common stock on a one-for-one basis.
(3)	Pursuant to the Agreement and the letter agreement, dated December 18, 2021 between the Issuer and Parent (the "Letter Agreement"), each Company Stock-Based Award (as defined in the Letter Agreement) outstanding as of immediately prior to the Effective Time was cancelled and converted into a right to receive an amount of cash equal to the Company Stock-Based Award Consideration (as defined in the Letter Agreement) and each Company Option (as defined in the Letter Agreement) outstanding as of immediately prior to the Effective Time was cancelled and converted into a right to receive an amount of cash equal to the Option Consideration (as defined in the Letter Agreement), payable in accordance with and subject to the terms of the Letter Agreement.
(4)	Granted under the 2018 Omnibus Incentive Plan (the "2018 Plan"). The restricted stock would vest pro-rata and annually over 3 years, and subject to acceleration under conditions described in the 2018 Plan.
(5)	Includes shares granted under the 2018 Plan consisting of restricted stock. A portion of such shares would vest based on the Issuer's achievement of specific financial performance criteria and are subject to acceleration under conditions described in the 2018 Plan.
(6)	Granted under the Amended and Restated 2012 Incentive Plan. The options would vest pro rata and quarterly over 4 years, and subject to acceleration upon the occurrence of stated events.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WAGNER DAVID 2711 N. HASKELL AVENUE SUITE 2300 DALLAS, TX 75204	X		President, CEO

Signatures
/s/ David Wagner		12/28/2021
**Signature of Reporting Person		Date