Noah F. Webster - 23 Dec 2021 Form 4 Insider Report for ZIX CORP

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
28 Dec 2021, 14:04:55 UTC
Next SEC filing
19 Dec 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Noah F. Webster

Key filing fact

Noah F. Webster filed Form 4 for ZIX CORP on 28 Dec 2021.

Key facts

  • This page summarizes Noah F. Webster's Form 4 filing for ZIX CORP.
  • 2 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 28 Dec 2021, 14:04.

Change

  • No earlier filing in this sequence is available for direct comparison.
  • Current net transaction value: -$1,725,398.

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
$1,725,398
Shares
-202,988
Change %
-100%
Price
$8.50
Shares after
0
Date
23 Dec 2021
Ownership
Direct
Footnotes
F1, F3, F5

Reported derivative securities

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

ZIXI transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
Shares
-36,238
Change %
-100%
Price
Shares after
0
Date
23 Dec 2021
Ownership
Direct
Underlying class
Common Stock
Underlying amount
36,238
Exercise price
Footnotes
F2, F3, F4
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

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

Explanation of responses 5 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

Each restricted stock unit would convert into a share of common stock on a one-for-one basis.

Footnote F3

Pursuant to the Agreement and the letter agreement, dated December 18, 2021 between the Issuer and Parent (the "Letter Agreement"), each RSU 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.

Footnote F4

Granted under the 2018 Omnibus Incentive Plan (the "Plan") consisting of restricted stock units that were schedule to vest pro-rata annually over 3 years, subject to acceleration under conditions described in the Plan.

Footnote F5

Includes shares granted under 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.

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