Maribess L. Miller - Dec 23, 2021 Form 4 Insider Report for ZIX CORP (ZIXI)

Role: Director
Signature: /s/ Maribess L. Miller
Stock symbol: ZIXI
Transactions as of: Dec 23, 2021
Transactions value $: -$1,044,711
Form type: 4
Date filed: 12/28/2021, 02:02 PM
Previous filing: Nov 30, 2021
Next filing: Jan 21, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ZIXI	Common Stock	Options Exercise	$55.6K	+15.4K	+13.63%	$3.61	128K	Dec 8, 2021	Direct
transaction	ZIXI	Common Stock	Disposed to Issuer	-$626K	-73.6K	-56.87%	$8.50	55.8K	Dec 23, 2021	Direct	F1, F2, F3
transaction	ZIXI	Deferred Stock Units	Disposed to Issuer	-$475K	-55.8K	-100%	$8.50	0	Dec 23, 2021	Direct	F1

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	Common Stock Options	Options Exercise	$0	-15.4K	-100%	$0.00^*	0	Dec 8, 2021	Common Stock	15.4K	$3.61	Direct	F4

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

Maribess L. Miller 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 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.
F2	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.
F3	Includes shares 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.
F4	Granted under the Amended and Restated 2012 Incentive Plan (as amended, the "2012 Plan"). The options would vest pro rata and quarterly over one year, and subject to acceleration under conditions described in the 2012 Plan.