4//SEC Filing
Di Leo John P. 4
Accession 0000899243-21-049905
CIK 0000855612other
Filed
Dec 27, 7:00 PM ET
Accepted
Dec 28, 3:11 PM ET
Size
13.0 KB
Accession
0000899243-21-049905
Insider Transaction Report
Form 4
ZIX CORPZIXI
Di Leo John P.
Chief Revenue Officer
Transactions
- Exercise/Conversion
Common Stock Options
2021-12-16−43,750→ 82,139 totalExercise: $8.03Exp: 2030-03-04→ Common Stock (43,750 underlying) - Exercise/Conversion
Common Stock
2021-12-16$8.03/sh+43,750$351,313→ 239,691 total - Disposition to Issuer
Common Stock
2021-12-23$8.50/sh−239,691$2,037,374→ 0 total - Disposition to Issuer
Restricted Stock Units
2021-12-23−82,139→ 0 total→ Common Stock (82,139 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 annually over 3 years, and subject to acceleration under conditions described in the 2018 Plan.
- [F5]Includes shares granted under the 2018 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.
- [F6]Granted under the 2018 Plan. Options would vest pro-rata and quarterly over four years, and subject to accelerated vesting upon the occurrence of stated events.
Documents
Issuer
ZIX CORP
CIK 0000855612
Entity typeother
Related Parties
1- filerCIK 0001805648
Filing Metadata
- Form type
- 4
- Filed
- Dec 27, 7:00 PM ET
- Accepted
- Dec 28, 3:11 PM ET
- Size
- 13.0 KB