Zephyr Holdco, Llc - Dec 22, 2021 Form 4 Insider Report for ZIX CORP (ZIXI)

Role: Director, 10%+ Owner
Signature: /s/ James H. Greene, Jr., as managing member of True Wind Capital GP, LLC, the general partner of True Wind Capital, L.P., the manager of Zephyr Holdco, LLC
Stock symbol: ZIXI
Transactions as of: Dec 22, 2021
Transactions value $: -$177,225,009
Form type: 4
Date filed: 12/23/2021, 03:05 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ZIXI	Common Stock	Options Exercise		+20.9M			20.9M	Dec 22, 2021	Direct	F1, F2
transaction	ZIXI	Common Stock	Disposition pursuant to a tender of shares in a change of control transaction	-$177M	-20.9M	-100%	$8.50	0	Dec 23, 2021	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ZIXI	Series A Convertible Preferred Stock	Options Exercise	$0	-100K	-100%	$0.00^*	0	Dec 22, 2021	Common Stock	20.9M	$6.02	Direct	F1, F2, F3, F4, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Zephyr Holdco, Llc is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On December 22, 2021, Zephyr Holdco, LLC converted shares of Series A Preferred Stock it owned into 20,850,001 shares of Common Stock and tendered such shares of Common Stock to Open Text Corporation, a Canadian corporation ("Parent") pursuant to a cash tender offer (the "Offer") by Parent to acquire all of the outstanding shares of Common Stock at an offer price per share of $8.50, without interest and subject to any applicable withholding taxes. On December 23, 2021, Parent accepted all such shares of Common Stock tendered pursuant to such Offer.
F2	Represents securities held by Zephyr Holdco, LLC. True Wind Capital, L.P. is the managing member of Zephyr Holdco, LLC and has voting and investment discretion with respect to the securities held of record by Zephyr Holdco, LLC. Adam Clammer and James H. Greene, Jr. are the managing members of True Wind Capital GP, LLC, the general partner of True Wind Capital, L.P. Mr. Greene served a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons may be deemed a director by deputization of the Issuer. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
F3	The conversion rate of 166.11 per $1,000 Accreted Value is equivalent to a conversion price of approximately $6.02 per share of Common Stock of the Issuer (the "Common Stock").
F4	Series A Preferred Stock is convertible by the holder at any time into shares of Common Stock. The Issuer is required to redeem the Series A Preferred Stock upon a change in control (defined in the Series A certificate of designations) and may optionally redeem the Series A Preferred Stock at any time after February 20, 2023.
F5	The Series A Preferred Stock has no stated maturity and will remain outstanding indefinitely unless converted into Common Stock or repurchased or redeemed by the Issuer.
F6	Represents shares of Common Stock currently issuable upon conversion of 100,206 shares of Series A Preferred Stock, which 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) 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. The current Conversion Rate is equal to 166.11 shares.