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.
Key filing fact
Ownership activity is grounded in SEC Form 4 disclosures.
Shares, units, or other non-derivative securities reported in this filing.
Disposed to Issuer
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
Disposed to Issuer
Additional SEC filing notes
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.
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.