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