Key facts
- This page summarizes ZEPHYR HOLDCO, LLC's Form 4 filing for ZIX CORP.
- 3 reported transactions and 1 derivative row are listed below.
- Accepted by SEC: 23 Dec 2021, 15:05.
ZEPHYR HOLDCO, LLC - 22 Dec 2021 Form 4 Insider Report for ZIX CORP
- Reporting relationship
- Director, 10%+ Owner
- Issuer ticker
- N/A
- Reported as of
- 22 Dec 2021
- Net transaction value
- -$177,225,008
- Reporting owner signature
- /s/ James H. Greene, Jr., as managing member of True Wind Capital GP, LLC, the general partner of True Wind Capital, L.P., the manager of Zephyr Holdco, LLC
Source evidence
Original filing metadata and source links for verification.
3 source fields
Reporting owner
1 detail
Key filing fact
ZEPHYR HOLDCO, LLC filed Form 4 for ZIX CORP on 23 Dec 2021.
Change
- No earlier filing in this sequence is available for direct comparison.
- Current net transaction value: -$177,225,008.
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
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
ZIXI
transaction
Common Stock
Options Exercise
- Transaction value
- Shares
- +20,850,001
- Change %
- Price
- Shares after
- 20,850,001
- Date
- 22 Dec 2021
- Ownership
- Direct
- Footnotes
- F1, F2
ZIXI
transaction
Common Stock
Disposition pursuant to a tender of shares in a change of control transaction
- Transaction value
- $177,225,008
- Shares
- -20,850,001
- Change %
- -100%
- Price
- $8.50
- Shares after
- 0
- Date
- 23 Dec 2021
- Ownership
- Direct
- Footnotes
- F1, F2
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
ZIXI
transaction
Derivative
Series A Convertible Preferred Stock
Options Exercise
- Transaction value
- $0
- Shares
- -100,206
- Change %
- -100%
- Price
- $0.000000*
- Shares after
- 0
- Date
- 22 Dec 2021
- Ownership
- Direct
- Underlying class
- Common Stock
- Underlying amount
- 20,850,001
- Exercise price
- $6.02
- Footnotes
- F1, F2, F3, F4, F5, F6
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Section 16 status
ZEPHYR HOLDCO, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Explanation of responses 6 footnotes
Footnote F1
On December 22, 2021, Zephyr Holdco, LLC converted shares of Series A Preferred Stock it owned into 20,850,001 shares of Common Stock and tendered such shares of Common Stock to Open Text Corporation, a Canadian corporation ("Parent") pursuant to a cash tender offer (the "Offer") by Parent to acquire all of the outstanding shares of Common Stock at an offer price per share of $8.50, without interest and subject to any applicable withholding taxes. On December 23, 2021, Parent accepted all such shares of Common Stock tendered pursuant to such Offer.
Footnote F2
Represents securities held by Zephyr Holdco, LLC. True Wind Capital, L.P. is the managing member of Zephyr Holdco, LLC and has voting and investment discretion with respect to the securities held of record by Zephyr Holdco, LLC. Adam Clammer and James H. Greene, Jr. are the managing members of True Wind Capital GP, LLC, the general partner of True Wind Capital, L.P. Mr. Greene served a member of the board of directors of the Issuer, and as a result, each of the Reporting Persons may be deemed a director by deputization of the Issuer. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
Footnote F3
The conversion rate of 166.11 per $1,000 Accreted Value is equivalent to a conversion price of approximately $6.02 per share of Common Stock of the Issuer (the "Common Stock").
Footnote F4
Series A Preferred Stock is convertible by the holder at any time into shares of Common Stock. The Issuer is required to redeem the Series A Preferred Stock upon a change in control (defined in the Series A certificate of designations) and may optionally redeem the Series A Preferred Stock at any time after February 20, 2023.
Footnote F5
The Series A Preferred Stock has no stated maturity and will remain outstanding indefinitely unless converted into Common Stock or repurchased or redeemed by the Issuer.
Footnote F6
Represents shares of Common Stock currently issuable upon conversion of 100,206 shares of Series A Preferred Stock, which initially has a Stated Value of $1,000 per share, which accretes at a fixed rate of 8.0% per annum, compounded quarterly (the "Accreted Value"). Each share of Series A Preferred Stock is convertible into (i) shares of Common Stock equal to the product of (A) the Accreted Value with respect to such share on the conversion date multiplied by (B) the Conversion Rate as of the applicable conversion date divided by (C) 1,000 plus (ii) cash in lieu of fractional shares. The current Conversion Rate is equal to 166.11 shares.