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 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
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Form 3 Holdings Reported. | ||||||||||||||||
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Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ZIX CORP [ ZIXI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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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(1) | 04/18/2011 | P4 | 10,000 | A | $3.5 | 3,842,146 | D(3) | ||||||||
Common Stock(1) | 05/03/2011 | S4 | 10,000 | D | $3.05 | 539,490 | D(7) | ||||||||
Common Stock(1) | 06/30/2011 | P4 | 30,000 | A | $3.836 | 3,872,146 | D(3) | ||||||||
Common Stock(1) | 07/01/2011 | P4 | 10,000 | A | $3.836 | 3,882,146 | D(3) | ||||||||
Common Stock(1) | 07/05/2011 | S4 | 8,309 | D | $4.08 | 3,873,837 | D(3) | ||||||||
Common Stock(1) | 07/06/2011 | S4 | 100,000 | D | $4.131 | 3,773,837 | D(3) | ||||||||
Common Stock(1) | 08/08/2011 | P4 | 1,000 | A | $3.3 | 749,870 | D(4) | ||||||||
Common Stock(1) | 08/09/2011 | S4 | 120,000 | D | $3.1405(5) | 629,870 | D(4) | ||||||||
Common Stock(1) | 08/19/2011 | P4 | 30,000 | A | $2.97 | 1,501,320 | D(6) | ||||||||
Common Stock(1) | 08/26/2011 | P4 | 10,000 | A | $3.19 | 1,511,320 | D(6) | ||||||||
Common Stock(1) | 09/16/2011 | P4 | 13,000 | A | $3.235(2) | 3,849,288 | D(3) | ||||||||
Common Stock(1) | 09/20/2011 | P4 | 185,000 | A | $3.1878 | 4,034,288 | D(3) | ||||||||
Common Stock(1) | 09/28/2011 | S4 | 20,000 | D | $3.12 | 627,870 | D(4) | ||||||||
Common Stock(1) | 10/11/2011 | S4 | 50,000 | D | $2.7753(8) | 469,490 | D(7) | ||||||||
Common Stock(1) | 10/12/2011 | S4 | 70,000 | D | $2.833 | 399,490 | D(7) | ||||||||
Common Stock(1) | 10/13/2011 | S4 | 20,000 | D | $2.81 | 379,490 | D(7) | ||||||||
Common Stock(1) | 10/14/2011 | S4 | 30,300 | D | $2.87 | 349,190 | D(7) | ||||||||
Common Stock(1) | 06/28/2012 | S4 | 774 | D | $2.46 | 1,560,446 | D(6) | ||||||||
Common Stock(1) | 3(9) | 6,660,176 | D(13) | ||||||||||||
Common Stock(1) | 3(10) | 6,661,826 | D(13) | ||||||||||||
Common Stock(1) | 3(11) | 6,575,268 | D(13) | ||||||||||||
Common Stock(1) | 3(12) | 8,250,948 | D(13) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. This Form 4 is being jointly filed by Rockall Emerging Markets Master Fund Limited (the "Fund"), Meldrum Asset Management, LLC ("Meldrum"), and Messrs. Fulvio Dobrich, Con Egan and Conor O'Driscoll (together with the Fund and Meldrum, each a "Reporting Person"). Each Reporting Person was formerly a member of a Section 13(d) group that previously owned more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose. |
2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.25 to $3.1943. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 2 to this Form 4. |
3. The securities reported herein are directly owned by the Fund and are indirectly owned by Meldrum as the Fund's investment manager, and by Messrs. Dobrich, Egan and O'Driscoll by virtue of their positions as managers of Meldrum. |
4. Shares directly owned by Mr. Egan. |
5. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.05 to $3.41. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 5 to this Form 4. |
6. Shares directly owned by Mr. Dobrich. |
7. Shares directly owned by Mr. O'Driscoll. |
8. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.76 to $2.776. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 8 to this Form 4. |
9. On April 18, 2011, the Fund purchased 10,000 shares of Common Stock and may be deemed the holders of more than 10% of the shares of Common Stock outstanding as a result of this purchase. |
10. On June 30, 2011, the Fund purchased 30,000 shares of Common Stock and may be deemed the holders of more than 10% of the shares of Common Stock outstanding as a result of this purchase. |
11. On August 2, 2011, as a result of a change in the Issuer's outstanding shares as reported in its Quarterly Report on Form 10-Q, the Reporting Persons were deemed the beneficial owners of more than 10% of the shares of Common Stock outstanding. |
12. On May 4, 2012,as a result of a change in the Issuer's outstanding shares as reported in its Quarterly Report on Form 10-Q, the Reporting Persons were deemed the beneficial owners of more than 10% of the shares of Common Stock outstanding. |
13. Represents the shares of Common Stock owned in the aggregate by all Reporting Persons. |
By: Rockall Emerging Markets Master Fund, Ltd., By: MELDRUM ASSET MANAGEMENT, LLC Its Investment Manager - By: /s/ Con Egan (Con Egan, Principal) | 04/12/2013 | |
By: MELDRUM ASSET MANAGEMENT, LLC - By: /s/ Con Egan (Con Egan, Principal) | 04/12/2013 | |
By: /s/ Fulvio Dobrich | 04/12/2013 | |
By: /s/ Con Egan | 04/12/2013 | |
By: /s/ Conor O'Driscoll | 04/12/2013 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |