BONNEY MARK J 4
4 · ZIX CORP · Filed Dec 28, 2021
Insider Transaction Report
Form 4
ZIX CORPZIXI
BONNEY MARK J
Director
Transactions
- Disposition to Issuer
Common Stock
2021-12-23$8.50/sh−32,087$272,740→ 39,049 total - Disposition to Issuer
Common Stock Option
2021-12-23−15,375→ 63,519 totalExercise: $4.96→ Common Stock (15,375 underlying) - Disposition to Issuer
Common Stock Option
2021-12-23−38,519→ 25,000 totalExercise: $3.61→ Common Stock (38,519 underlying) - Disposition to Issuer
Deferred Stock Units
2021-12-23−39,049→ 0 total - Disposition to Issuer
Common Stock Option
2021-12-23−25,000→ 0 totalExercise: $2.90→ Common Stock (25,000 underlying)
Footnotes (3)
- [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]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.
- [F3]Granted under the Amended and Restated 2012 Incentive Plan (the "Plan"). Options vest pro rata and quarterly over one year and subject to acceleration under conditions described in the Plan.