Explanatory Note
This Amendment No. 12 (this Amendment No. 12) amends and supplements the Schedule 13D filed on February 22, 2019 and
amended by Amendment No. 1 on June 7, 2019, Amendment No. 2 on September 12, 2019, Amendment No. 3 on January 2, 2020, Amendment No. 4 on March 25, 2020, Amendment No. 5 on June 30, 2020, Amendment
No. 6 on October 22, 2020, Amendment No. 7 on January 13, 2021, Amendment No. 8 on March 17, 2021, Amendment No. 9 on June 16, 2021, Amendment No. 10 on September 20, 2021 and Amendment No. 11
on November 9, 2021 (as so amended, the Schedule 13D) by the Reporting Persons (as defined below), relating to the shares of common stock, par value $0.01 per share (the Common Stock), of Zix Corporation (the
Issuer). The Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Except as specifically provided herein, this Amendment No. 12 does not modify any of the information
previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 12 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.
This statement on Schedule 13D is being filed by:
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(i)
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Zephyr Holdco, LLC, a Delaware limited liability company (Zephyr Holdco),
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(ii)
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True Wind Capital, L.P., a Delaware limited partnership (True Wind Capital and, together with
Zephyr Holdco, True Wind),
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(iii)
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True Wind Capital GP, LLC, a Delaware limited liability company (True Wind Capital GP),
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(iv)
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James H. Greene, Jr., a United States citizen, and
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(v)
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Adam H. Clammer, a United States citizen (the persons and entities listed in items (i) through (v) are
collectively referred to herein as the Reporting Persons).
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Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated as follows:
The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of the Schedule 13D and the information set forth or incorporated in Items
2, 3 and 6 of the Schedule 13D is hereby incorporated by reference in its entirety into this Item 5.
(a) (b) The Reporting Persons
beneficially own 0 shares of the Issuers Common Stock, or 0% of the Issuers outstanding Common Stock.
(c) On December 22, 2021, Zephyr Holdco
converted all 100,206 shares of Series A Preferred Stock it owned into 20,850,001 shares of Common Stock and tendered such shares of Common Stock to Open Text Corporation, a Canadian corporation (Parent) pursuant to a cash tender offer
(the Offer) by Parent to acquire all of the outstanding shares of Common Stock at an offer price per share of $8.50, without interest and subject to any applicable withholding taxes. On December 23, 2021, Parent accepted all such shares
of Common Stock tendered pursuant to such Offer.
(e) As of December 23, 2021, the Reporting Persons ceased to beneficially own more than 5% of the
Issuers outstanding Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the
Issuer.
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Item 5 to this Amendment is incorporated by reference in its entirety into this Item 6.