Taher Elgamal - 23 Dec 2021 Form 4 Insider Report for ZIX CORP

Source evidence Original filing metadata and source links for verification. 3 source fields
SEC form
4
Accepted by SEC
28 Dec 2021, 14:09:41 UTC
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Taher Elgamal

Key filing fact

Taher Elgamal filed Form 4 for ZIX CORP on 28 Dec 2021.

Key facts

  • This page summarizes Taher Elgamal's Form 4 filing for ZIX CORP.
  • 3 reported transactions and 2 derivative rows are listed below.
  • Accepted by SEC: 28 Dec 2021, 14:09.

Change

  • No earlier filing in this sequence is available for direct comparison.
  • Current net transaction value: -$483,114.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

ZIXI transaction

Common Stock

Disposed to Issuer

Transaction value
$483,114
Shares
-56,837
Change %
-100%
Price
$8.50
Shares after
0
Date
23 Dec 2021
Ownership
Direct
Footnotes
F1, F2, F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

ZIXI transaction Derivative

Common Stock Option

Disposed to Issuer

Transaction value
Shares
-12,300
Change %
-44%
Price
Shares after
15,408
Date
23 Dec 2021
Ownership
Direct
Underlying class
Common Stock
Underlying amount
12,300
Exercise price
$4.96
Footnotes
F2, F3
ZIXI transaction Derivative

Common Stock Option

Disposed to Issuer

Transaction value
Shares
-15,408
Change %
-100%
Price
Shares after
0
Date
23 Dec 2021
Ownership
Direct
Underlying class
Common Stock
Underlying amount
15,408
Exercise price
$3.61
Footnotes
F2, F3
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Taher Elgamal is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

Footnote F4

Includes shares 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.

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