John Di Leo - Dec 23, 2021 Form 4 Insider Report for ZIX CORP (ZIXI)

Role
Chief Revenue Officer
Signature
/s/ John Di Leo
Stock symbol
ZIXI
Transactions as of
Dec 23, 2021
Transactions value $
-$1,686,061
Form type
4
Date filed
12/28/2021, 02:11 PM
Next filing
Feb 13, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ZIXI Common Stock Options Exercise $351K +43.8K +22.33% $8.03 240K Dec 16, 2021 Direct
transaction ZIXI Common Stock Disposed to Issuer -$2.04M -240K -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 -43.8K -34.75% $0.00 82.1K Dec 16, 2021 Common Stock 43.8K $8.03 Direct F6
transaction ZIXI Restricted Stock Units Disposed to Issuer -82.1K -100% 0 Dec 23, 2021 Common Stock 82.1K Direct F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

John Di Leo 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 annually over 3 years, and subject to acceleration under conditions described in the 2018 Plan.
F5 Includes shares granted under the 2018 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.
F6 Granted under the 2018 Plan. Options would vest pro-rata and quarterly over four years, and subject to accelerated vesting upon the occurrence of stated events.