4//SEC Filing
ELGAMAL TAHER 4
Accession 0000899243-21-049901
CIK 0000855612other
Filed
Dec 27, 7:00 PM ET
Accepted
Dec 28, 3:09 PM ET
Size
11.1 KB
Accession
0000899243-21-049901
Insider Transaction Report
Form 4
ZIX CORPZIXI
ELGAMAL TAHER
Director
Transactions
- Disposition to Issuer
Common Stock Option
2021-12-23−15,408→ 0 totalExercise: $3.61→ Common Stock (15,408 underlying) - Disposition to Issuer
Common Stock
2021-12-23$8.50/sh−56,837$483,115→ 0 total - Disposition to Issuer
Common Stock Option
2021-12-23−12,300→ 15,408 totalExercise: $4.96→ Common Stock (12,300 underlying)
Footnotes (4)
- [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]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.
- [F3]Granted under the Amended and Restated 2012 Incentive Plan (the "Plan"). Options vest pro rata and quarterly over one year and subject to acceleration under conditions described in the Plan.
- [F4]Includes shares granted under the 2018 Omnibus Incentive Plan (the "2018 Plan"). The restricted stock would vest pro-rata and quarterly over one year, and subject to acceleration under conditions described in the 2018 Plan.
Documents
Issuer
ZIX CORP
CIK 0000855612
Entity typeother
Related Parties
1- filerCIK 0001184911
Filing Metadata
- Form type
- 4
- Filed
- Dec 27, 7:00 PM ET
- Accepted
- Dec 28, 3:09 PM ET
- Size
- 11.1 KB