Ryan Allphin - Dec 23, 2021 Form 4 Insider Report for ZIX CORP (ZIXI)

Role
Chief Product Officer
Signature
/s/ Ryan Allphin
Stock symbol
ZIXI
Transactions as of
Dec 23, 2021
Transactions value $
-$1,107,500
Form type
4
Date filed
12/28/2021, 02:08 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ZIXI Common Stock Options Exercise $168K +25K +20% $6.70 150K Dec 15, 2021 Direct
transaction ZIXI Common Stock Disposed to Issuer -$1.28M -150K -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 Common Stock Options Options Exercise $0 -25K -14.5% $0.00 147K Dec 15, 2021 Common Stock 25K $6.70 Direct F6
transaction ZIXI Common Stock Options Disposed to Issuer -75K -50.86% 72.5K Dec 23, 2021 Common Stock 75K $6.70 Direct F3, F6
transaction ZIXI Restricted Stock Units Disposed to Issuer -72.5K -100% 0 Dec 23, 2021 Common Stock 72.5K Direct F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Ryan Allphin 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 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.
F4 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.
F5 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.
F6 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.