4//SEC Filing
Allphin Ryan 4
Accession 0000899243-21-049900
CIK 0000855612other
Filed
Dec 27, 7:00 PM ET
Accepted
Dec 28, 3:08 PM ET
Size
15.5 KB
Accession
0000899243-21-049900
Insider Transaction Report
Form 4
ZIX CORPZIXI
Allphin Ryan
Chief Product Officer
Transactions
- Exercise/Conversion
Common Stock Options
2021-12-15−25,000→ 147,457 totalExercise: $6.70Exp: 2030-11-11→ Common Stock (25,000 underlying) - Disposition to Issuer
Common Stock Options
2021-12-23−75,000→ 72,457 totalExercise: $6.70Exp: 2030-11-11→ Common Stock (75,000 underlying) - Exercise/Conversion
Common Stock
2021-12-15$6.70/sh+25,000$167,500→ 150,000 total - Disposition to Issuer
Common Stock
2021-12-23$8.50/sh−150,000$1,275,000→ 0 total - Disposition to Issuer
Restricted Stock Units
2021-12-23−72,475→ 0 total→ Common Stock (72,457 underlying)
Footnotes (6)
- [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.
- [F2]Each restricted stock unit would convert into a share of common stock on a one-for-one basis.
- [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.
- [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.
- [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.
- [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.
Documents
Issuer
ZIX CORP
CIK 0000855612
Entity typeother
Related Parties
1- filerCIK 0001829692
Filing Metadata
- Form type
- 4
- Filed
- Dec 27, 7:00 PM ET
- Accepted
- Dec 28, 3:08 PM ET
- Size
- 15.5 KB