Mark J. Bonney - 23 Dec 2021 Form 4 Insider Report for ZIX CORP

Role
Director
Signature
/s/ Mark Bonney
Issuer symbol
N/A
Transactions as of
23 Dec 2021
Net transactions value
-$272,740
Form type
4
Filing time
28 Dec 2021, 14:13:56 UTC
Previous filing
21 Jul 2021
Next filing
16 Jun 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ZIXI Common Stock Disposed to Issuer $272,740 -32,087 -45% $8.50 39,049 23 Dec 2021 Direct F1, F2
transaction ZIXI Deferred Stock Units Disposed to Issuer -39,049 -100% 0 23 Dec 2021 Direct F2

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 Option Disposed to Issuer -15,375 -19% 63,519 23 Dec 2021 Common Stock 15,375 $4.96 Direct F2, F3
transaction ZIXI Common Stock Option Disposed to Issuer -38,519 -61% 25,000 23 Dec 2021 Common Stock 38,519 $3.61 Direct F2, F3
transaction ZIXI Common Stock Option Disposed to Issuer -25,000 -100% 0 23 Dec 2021 Common Stock 25,000 $2.90 Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Mark J. Bonney 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 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.
F3 Granted under the Amended and Restated 2012 Incentive Plan (the "Plan"). Options vest pro rata and quarterly over one year and subject to acceleration under conditions described in the Plan.