Ryan Allphin - 23 Dec 2021 Form 4 Insider Report for ZIX CORP

Role: Chief Product Officer
Signature: /s/ Ryan Allphin
Issuer symbol: N/A
Transactions as of: 23 Dec 2021
Net transactions value: -$1,107,500
Form type: 4
Filing time: 28 Dec 2021, 14:08:25 UTC
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ZIXI	Common Stock	Options Exercise	$167,500	+25,000	+20%	$6.70	150,000	15 Dec 2021	Direct
transaction	ZIXI	Common Stock	Disposed to Issuer	$1,275,000	-150,000	-100%	$8.50	0	23 Dec 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	-25,000	-14%	$0.000000	147,457	15 Dec 2021	Common Stock	25,000	$6.70	Direct	F6
transaction	ZIXI	Common Stock Options	Disposed to Issuer		-75,000	-51%		72,457	23 Dec 2021	Common Stock	75,000	$6.70	Direct	F3, F6
transaction	ZIXI	Restricted Stock Units	Disposed to Issuer		-72,475	-100%		0	23 Dec 2021	Common Stock	72,457		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.