Open Text Corp - Dec 23, 2021 Form 3 Insider Report for ZIX CORP (ZIXI)

Role: 10%+ Owner
Signature: /s/ Gordon Davies, EVP, Chief Legal Officer and Corporate Development
Stock symbol: ZIXI
Transactions as of: Dec 23, 2021
Transactions value $: $0
Form type: 3
Date filed: 12/23/2021, 03:05 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	ZIXI	Common Stock, par value $0.001 per share						1K	Dec 23, 2021	Through a wholly owned subsidiary	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On December 23, 2021, Open Text Corporation ("Parent") and Zeta Merger Sub Inc. ("Purchaser") completed the transactions contemplated by the Agreement and Plan of Merger, dated as of November 7, 2021, by and among Zix Corporation ("Issuer"), Parent and Purchaser (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, Purchaser merged with and into Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent (the "Surviving Corporation") and Purchaser ceasing to exist following the Merger. At the effective time of the Merger, the outstanding shares of common stock of Purchaser were converted into and became shares of the Surviving Corporation.
F2	Prior to the Merger, Purchaser was a wholly-owned subsidiary of Parent. Subsequent to the Merger, Issuer is a wholly-owned subsidiary of Open Text Holdings, Inc., which is a wholly-owned subsidiary of Parent.

Content

On December 23, 2021, Open Text Corporation ("Parent") and Zeta Merger Sub Inc. ("Purchaser") completed the transactions contemplated by the Agreement and Plan of Merger, dated as of November 7, 2021, by and among Zix Corporation ("Issuer"), Parent and Purchaser (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, Purchaser merged with and into Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent (the "Surviving Corporation") and Purchaser ceasing to exist following the Merger. At the effective time of the Merger, the outstanding shares of common stock of Purchaser were converted into and became shares of the Surviving Corporation.

Prior to the Merger, Purchaser was a wholly-owned subsidiary of Parent. Subsequent to the Merger, Issuer is a wholly-owned subsidiary of Open Text Holdings, Inc., which is a wholly-owned subsidiary of Parent.