SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* SANCHEZ ANTONIO R III (Last) (First) (Middle) 1111 BAGBY SUITE 1600 (Street) HOUSTON TX 77002 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ZIX CORP [ ZIXI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	11/21/2005	11/21/2005	P	13,378(1)	A	$2.99(2)	370,567(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant	$3.04	11/21/2005	11/21/2005	P	4,414(4)		02/09/2006	08/09/2010	Common Stock	4,414	$2.99(5)	11,037(6)	D

Explanation of Responses:

1. Pursuant to a Securities Purchase Agreement, dated August 9, 2005 (the "Securities Purchase Agreement"), Mr. Sanchez III agreed to purchase a total of 33,446 Units, each Unit consisting of (a) one share of common stock of the issuer and (b) an associated warrant to purchase 0.33 of one share of common stock of the issuer. The company issued 20,068 shares of common stock to Mr. Sanchez III at the closing of the Securities Purchase Agreement together with associated warrants to purchase up to 6,623 shares of common stock as reflected in a previous Form 4 filed by Mr. Sanchez III on August 11, 2005 (the "Previous Form 4"). As reflected in the Previous Form 4, the remaining Units, including 13,378 shares of common stock, as reflected on Table I, and associated warrants to acquire 4,414 shares, as reflected in Table II, were to be sold and issued to Mr. Sanchez III following approval of such issuance by the shareholders of the issuer on November 21, 2005.

2. As reflected in the Previous Form 4 filed by Mr. Sanchez III, the shares of common stock reflected on Table I were purchased by Mr. Sanchez III as part of a Unit at a purchase price of $2.99 per Unit (with each Unit consisting of one share of common stock and a warrant to purchase 0.33 of one share of common stock).

3. Includes (a) 200,446 shares held by Mr. Sanchez III directly, and (b) 170,121 shares held by a trust for which he serves as co-trustee.

4. See footnote 1.

5. As reflected in the Previous Form 4 filed by Mr. Sanchez III, the warrants reflected on Table II were purchased by Mr. Sanchez III as part of a Unit with a purchase price of $2.99 per Unit (with each Unit consisting of one share of common stock and a warrant to purchase 0.33 of one share of common stock). The per Unit price is also reflected on Table I above.

6. Mr. Sanchez III holds 11,037 derivative securities (warrants to acquire common stock) issued in connection with the Securities Purchase Agreement. Mr. Sanchez III holds other derivative securities to acquire common stock as previously reported in Table II of the Previous Form 4.

	/s/ Antonio R. Sanchez III	02/14/2006
	** Signature of Reporting Person	Date
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