| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ZIXI | Common Stock | Disposed to Issuer | -$410K | -48.2K | -100% | $8.50 | 0 | Dec 23, 2021 | Direct | F1, F2, F3 |
Maryclaire Campbell is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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), payable in accordance with and subject to the terms of the Letter Agreement. |
| F3 | Includes shares granted under the 2018 Omnibus Incentive Plan (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. |