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 * Allphin Ryan 2. Issuer Name and Ticker or Trading Symbol ZIX CORP [ ZIXI ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Product Officer
(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    25000  A $6.70  150000  D   
Common Stock  12/23/2021    D    150000 (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  $6.70  12/15/2021    M        25000    (6) 11/11/2030  Common Stock  25000  $0.00  147457  D   
Common Stock Options  $6.70  12/23/2021    D        75000    (6) 11/11/2030  Common Stock  75000   (3) 72457  D   
Restricted Stock Units   (2) 12/23/2021    D        72475    (4)  (4) Common Stock  72457   (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 quarterly over one year, and subject to acceleration under conditions described in the 2018 Plan.
(5)  Includes shares granted under the 2018 Plan, the Zix 2020 New Hire Inducement Plan (the "2020 Plan") and the Zix 2021 Omnibus Plan (the "2021 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, 2020 Plan and 2021 Plan.
(6)  This non-shareholder-approved inducement equity award was granted by the Issuer pursuant to Nasdaq Rule 5635(c)(4), and consists of Zix common stock options, which would vest pro rata over four years, and would be subject to accelerated vesting upon the occurrence of certain events.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Allphin Ryan
2711 N. HASKELL AVENUE
SUITE 2300
DALLAS, TX 75204


Chief Product Officer

Signatures
/s/ Ryan Allphin 12/28/2021
**Signature of Reporting Person Date
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