0000899243-21-049904.txt : 20211228 0000899243-21-049904.hdr.sgml : 20211228 20211228151034 ACCESSION NUMBER: 0000899243-21-049904 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211223 FILED AS OF DATE: 20211228 DATE AS OF CHANGE: 20211228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rockvam David E CENTRAL INDEX KEY: 0001678037 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17995 FILM NUMBER: 211524502 MAIL ADDRESS: STREET 1: 2711 N. HASKELL AVENUE STREET 2: SUITE 2300 CITY: DALLAS STATE: TX ZIP: 75204 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ZIX CORP CENTRAL INDEX KEY: 0000855612 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 752216818 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2711 NORTH HASKELL AVENUE STREET 2: SUITE 2300, LB 36 CITY: DALLAS STATE: TX ZIP: 75204-2960 BUSINESS PHONE: 214-370-2000 MAIL ADDRESS: STREET 1: 2711 NORTH HASKELL AVENUE STREET 2: SUITE 2300, LB 36 CITY: DALLAS STATE: TX ZIP: 75204-2960 FORMER COMPANY: FORMER CONFORMED NAME: ZIXIT CORP DATE OF NAME CHANGE: 19991013 FORMER COMPANY: FORMER CONFORMED NAME: CUSTOMTRACKS CORP /TX/ DATE OF NAME CHANGE: 19980904 FORMER COMPANY: FORMER CONFORMED NAME: AMTECH CORP DATE OF NAME CHANGE: 19920703 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-12-23 1 0000855612 ZIX CORP ZIXI 0001678037 Rockvam David E 2711 N. HASKELL AVENUE SUITE 2300 DALLAS TX 75204 0 1 0 0 CFO Common Stock 2021-12-15 4 M 0 100000 3.94 A 515948 D Common Stock 2021-12-23 4 D 0 515948 8.50 D 0 D Common Stock Options 3.94 2021-12-15 4 M 0 100000 0.00 D 2026-07-27 Common Stock 100000 96634 D Restricted Stock Units 2021-12-23 4 D 0 96634 D Common Stock 96634 0 D 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. Each restricted stock unit would convert into a share of common stock on a one-for-one basis. 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. 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. 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. Granted under the Amended and Restated 2012 Incentive Plan. The options would vest pro-rata and quarterly over four years, and subject to accelerated vesting upon the occurrence of stated events. /s/ David E. Rockvam 2021-12-28