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
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Form 3 Holdings Reported.
X
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
Rockall Emerging Markets Master Fund Ltd

(Last) (First) (Middle)
C/O CITI HEDGE FUND SERVICES
1748GT 24 HOSPITAL ROAD

(Street)
GRAND CAYMAN E9 000000

(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)
Director 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
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)
Form filed by One Reporting Person
X 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(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)
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*
Rockall Emerging Markets Master Fund Ltd

(Last) (First) (Middle)
C/O CITI HEDGE FUND SERVICES
1748GT 24 HOSPITAL ROAD

(Street)
GRAND CAYMAN E9 000000

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
1. Name and Address of Reporting Person*
Meldrum Asset Management, LLC

(Last) (First) (Middle)
570 LEXINGTON AVENUE
24TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
1. Name and Address of Reporting Person*
Dobrich Fulvio

(Last) (First) (Middle)
441 LEXINGTON AVENUE
SUITE 1221

(Street)
NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
1. Name and Address of Reporting Person*
Egan Con

(Last) (First) (Middle)
C/O MELDRUM ASSET MANAGEMENT, LLC
570 LEXINGTON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
1. Name and Address of Reporting Person*
O'Driscoll Conor

(Last) (First) (Middle)
C/O MELDRUM ASSET MANAGEMENT, LLC
570 LEXINGTON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
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.