Explanatory Note
This Amendment No. 8 (this Amendment No. 8) amends and supplements the Schedule 13D filed on February 22, 2019 and amended by
Amendment No. 1 on June 7, 2019, Amendment No. 2 on September 12, 2019, Amendment No. 3 on January 2, 2020, Amendment No. 4 on March 25, 2020, Amendment No. 5 on June 30, 2020, Amendment No. 6
on October 22, 2020 and Amendment No. 7 on January 13, 2021 (as so amended, the Schedule 13D) by the Reporting Persons (as defined below), relating to the shares of common stock, par value $0.01 per share (the Common
Stock), of Zix Corporation (the Issuer). The Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Except as specifically provided herein, this Amendment No. 8 does not
modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 8 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.
This statement on Schedule 13D is being filed by:
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(i)
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Zephyr Holdco, LLC, a Delaware limited liability company (Zephyr Holdco),
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(ii)
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True Wind Capital, L.P., a Delaware limited partnership (True Wind Capital and, together with
Zephyr Holdco, True Wind),
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(iii)
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True Wind Capital GP, LLC, a Delaware limited liability company (True Wind Capital GP),
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(iv)
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James H. Greene, Jr., a United States citizen, and
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(v)
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Adam H. Clammer, a United States citizen (the persons and entities listed in items (i) through (v) are
collectively referred to herein as the Reporting Persons).
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Item 5.
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Interest in Securities of the Issuer.
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Item 5(a), (b) and (c) of the Schedule 13D is hereby amended and restated as follows:
The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of the Schedule 13D and the information set forth or incorporated in Items
2, 3 and 6 of the Schedule 13D is hereby incorporated by reference in its entirety into this Item 5.
(a) (b)
Zephyr Holdco holds 100,206 shares of Series A Preferred Stock as of the date hereof. The purpose of this Amendment No. 8 is to report additional shares
of Common Stock of the Issuer underlying the Reporting Persons Series A Preferred Stock as a result of accretion of the Series A Preferred Stocks Stated Value, as described below.
Series A Preferred Stock initially has a Stated Value of $1,000 per share, which accretes at a fixed rate of 8.0% per annum, compounded quarterly (the
Accreted Value). Each share of Series A Preferred Stock is convertible into (i) the number of shares of Common Stock equal to the product of (A) the Accreted Value with respect to such share on the conversion date multiplied by
(B) the Conversion Rate as of the applicable conversion date divided by (C) 1,000 plus (ii) cash in lieu of fractional shares. As a result of this accretion, the number of shares of Common Stock into which each share of Series A Preferred
Stock may be converted will increase over time. The Conversion Rate is currently equal to 166.11 shares. The conversion rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of
the Series A Certificate of Designations. As of March 15, 2021, the 100,206 shares of Series A Preferred Stock are convertible into 19,617,406 shares of Common Stock.
All of the computations and share amounts used herein do not give effect to any future accretion on the shares of Preferred Stock. As a result of its
beneficial ownership of Series A Preferred Stock, as described above, the Reporting Persons may be deemed to beneficially own an aggregate of 19,617,406 shares of Common Stock of the Issuer, which would be received upon conversion of the Series A
Preferred Stock, representing in the aggregate approximately 25.6% of the issued and outstanding shares of Common Stock of the Issuer as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of
1934.