Statement of Changes in Beneficial Ownership (4)
December 28 2021 - 03:11PM
Edgar (US Regulatory)
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
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
|
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 * Rockvam David E |
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)
CFO |
|
(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 |
|
100000 |
A |
$3.94 |
515948 |
D |
|
|
Common Stock |
12/23/2021 |
|
D |
|
515948 (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 |
$3.94 |
12/15/2021 |
|
M |
|
|
100000 |
(6) |
7/27/2026 |
Common Stock |
100000 |
$0.00 |
96634 |
D |
|
|
Restricted Stock Units |
(2) |
12/23/2021 |
|
D |
|
|
96634 |
(4) |
(4) |
Common Stock |
96634 |
(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 four years, and subject to accelerated vesting
upon the occurrence of stated events. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Rockvam David E
2711 N. HASKELL AVENUE
SUITE 2300
DALLAS, TX 75204 |
|
|
CFO |
|
Signatures
|
|
/s/ David E. Rockvam |
|
12/28/2021 |
| **Signature of Reporting
Person |
Date |
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