Ryan Allphin - 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, 14:08:25 UTC
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Ryan Allphin

Key filing fact

Ryan Allphin filed Form 4 for ZIX CORP on 28 Dec 2021.

Key facts

  • This page summarizes Ryan Allphin's Form 4 filing for ZIX CORP.
  • 5 reported transactions and 3 derivative rows are listed below.
  • Accepted by SEC: 28 Dec 2021, 14:08.

Change

  • No earlier filing in this sequence is available for direct comparison.
  • Current net transaction value: -$1,107,500.

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

Options Exercise

Transaction value
$167,500
Shares
+25,000
Change %
+20%
Price
$6.70
Shares after
150,000
Date
15 Dec 2021
Ownership
Direct
ZIXI transaction

Common Stock

Disposed to Issuer

Transaction value
$1,275,000
Shares
-150,000
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

Common Stock Options

Options Exercise

Transaction value
$0
Shares
-25,000
Change %
-14%
Price
$0.000000
Shares after
147,457
Date
15 Dec 2021
Ownership
Direct
Underlying class
Common Stock
Underlying amount
25,000
Exercise price
$6.70
Footnotes
F6
ZIXI transaction Derivative

Common Stock Options

Disposed to Issuer

Transaction value
Shares
-75,000
Change %
-51%
Price
Shares after
72,457
Date
23 Dec 2021
Ownership
Direct
Underlying class
Common Stock
Underlying amount
75,000
Exercise price
$6.70
Footnotes
F3, F6
ZIXI transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
Shares
-72,475
Change %
-100%
Price
Shares after
0
Date
23 Dec 2021
Ownership
Direct
Underlying class
Common Stock
Underlying amount
72,457
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

Ryan Allphin 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 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 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 F4

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.

Footnote F5

Includes shares granted under the 2018 Plan, the Zix 2020 New Hire Inducement Plan (the "2020 Plan") and the Zix 2021 Omnibus Plan (the "2021 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 2018 Plan, 2020 Plan and 2021 Plan.

Footnote F6

This non-shareholder-approved inducement equity award was granted by the Issuer pursuant to Nasdaq Rule 5635(c)(4), and consists of Zix common stock options, which would vest pro rata over four years, and would be subject to accelerated vesting upon the occurrence of certain events.

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