Noah F. Webster - Dec 23, 2021 Form 4 Insider Report for ZIX CORP (ZIXI)

Role: Chief Legal Officer
Signature: /s/ Noah F. Webster
Stock symbol: ZIXI
Transactions as of: Dec 23, 2021
Transactions value $: -$1,725,398
Form type: 4
Date filed: 12/28/2021, 02:04 PM
Next filing: Dec 19, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ZIXI	Common Stock	Disposed to Issuer	-$1.73M	-203K	-100%	$8.50	0	Dec 23, 2021	Direct	F1, F3, F5

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	Restricted Stock Units	Disposed to Issuer		-36.2K	-100%		0	Dec 23, 2021	Common Stock	36.2K		Direct	F2, F3, F4

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

Noah F. Webster 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	Each restricted stock unit would convert into a share of common stock on a one-for-one basis.
F3	Pursuant to the Agreement and the letter agreement, dated December 18, 2021 between the Issuer and Parent (the "Letter Agreement"), each RSU 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), payable in accordance with and subject to the terms of the Letter Agreement.
F4	Granted under the 2018 Omnibus Incentive Plan (the "Plan") consisting of restricted stock units that were schedule to vest pro-rata annually over 3 years, subject to acceleration under conditions described in the Plan.
F5	Includes shares granted under the 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 Plan.