4//SEC Filing
Webster Noah F 4
Accession 0000899243-21-049893
CIK 0000855612other
Filed
Dec 27, 7:00 PM ET
Accepted
Dec 28, 3:04 PM ET
Size
8.9 KB
Accession
0000899243-21-049893
Insider Transaction Report
Form 4
ZIX CORPZIXI
Webster Noah F
VP, General Counsel
Transactions
- Disposition to Issuer
Common Stock
2021-12-23$8.50/sh−202,988$1,725,398→ 0 total - Disposition to Issuer
Restricted Stock Units
2021-12-23−36,238→ 0 total→ Common Stock (36,238 underlying)
Footnotes (5)
- [F1]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.
- [F2]Each restricted stock unit would convert into a share of common stock on a one-for-one basis.
- [F3]Pursuant to the Agreement and the letter agreement, dated December 18, 2021 between the Issuer and Parent (the "Letter Agreement"), each RSU 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), payable in accordance with and subject to the terms of the Letter Agreement.
- [F4]Granted under the 2018 Omnibus Incentive Plan (the "Plan") consisting of restricted stock units that were schedule to vest pro-rata annually over 3 years, subject to acceleration under conditions described in the Plan.
- [F5]Includes shares granted under the 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 Plan.
Documents
Issuer
ZIX CORP
CIK 0000855612
Entity typeother
Related Parties
1- filerCIK 0001742699
Filing Metadata
- Form type
- 4
- Filed
- Dec 27, 7:00 PM ET
- Accepted
- Dec 28, 3:04 PM ET
- Size
- 8.9 KB