0000899243-19-004559.txt : 20190222 0000899243-19-004559.hdr.sgml : 20190222 20190222162554 ACCESSION NUMBER: 0000899243-19-004559 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190220 FILED AS OF DATE: 20190222 DATE AS OF CHANGE: 20190222 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: True Wind Capital GP, LLC CENTRAL INDEX KEY: 0001727753 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17995 FILM NUMBER: 19626034 BUSINESS ADDRESS: STREET 1: FOUR EMBARCADERO CENTER STREET 2: SUITE 2350 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4157809981 MAIL ADDRESS: STREET 1: FOUR EMBARCADERO CENTER STREET 2: SUITE 2350 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: True Wind Capital, L.P. CENTRAL INDEX KEY: 0001645139 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17995 FILM NUMBER: 19626035 BUSINESS ADDRESS: STREET 1: 480 PACIFIC AVENUE, SUITE 200 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 415-780-9975 MAIL ADDRESS: STREET 1: 480 PACIFIC AVENUE, SUITE 200 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GREENE JAMES H JR CENTRAL INDEX KEY: 0001205970 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17995 FILM NUMBER: 19626036 MAIL ADDRESS: STREET 1: C/O KKR STREET 2: 9 W 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CLAMMER ADAM CENTRAL INDEX KEY: 0001192808 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17995 FILM NUMBER: 19626037 MAIL ADDRESS: STREET 1: 10720 SIKES PL STREET 2: STE 300 CITY: CHARLOTTE STATE: NC ZIP: 28277 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ZEPHYR HOLDCO, LLC CENTRAL INDEX KEY: 0001767951 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17995 FILM NUMBER: 19626038 BUSINESS ADDRESS: STREET 1: C/O TRUE WIND CAPITAL STREET 2: FOUR EMBARCADERO CENTER SUITE 2350 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415)780-9975 MAIL ADDRESS: STREET 1: C/O TRUE WIND CAPITAL STREET 2: FOUR EMBARCADERO CENTER SUITE 2350 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ZIX CORP CENTRAL INDEX KEY: 0000855612 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 752216818 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2711 NORTH HASKELL AVENUE STREET 2: SUITE 2300, LB 36 CITY: DALLAS STATE: TX ZIP: 75204-2960 BUSINESS PHONE: 214-370-2000 MAIL ADDRESS: STREET 1: 2711 NORTH HASKELL AVENUE STREET 2: SUITE 2300, LB 36 CITY: DALLAS STATE: TX ZIP: 75204-2960 FORMER COMPANY: FORMER CONFORMED NAME: ZIXIT CORP DATE OF NAME CHANGE: 19991013 FORMER COMPANY: FORMER CONFORMED NAME: CUSTOMTRACKS CORP /TX/ DATE OF NAME CHANGE: 19980904 FORMER COMPANY: FORMER CONFORMED NAME: AMTECH CORP DATE OF NAME CHANGE: 19920703 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2019-02-20 0 0000855612 ZIX CORP ZIXI 0001767951 ZEPHYR HOLDCO, LLC FOUR EMBARCADERO CENTER, SUITE 2350 SAN FRANCISCO CA 94111 1 0 1 0 0001192808 CLAMMER ADAM C/O TRUE WIND CAPITAL FOUR EMBARCADERO CENTER, SUITE 2350 SAN FRANCISCO CA 94111 1 0 1 0 0001205970 GREENE JAMES H JR C/O TRUE WIND CAPITAL FOUR EMBARCADERO CENTER, SUITE 2350 SAN FRANCISCO CA 94111 1 0 1 0 0001645139 True Wind Capital, L.P. C/O TRUE WIND CAPITAL FOUR EMBARCADERO CENTER, SUITE 2350 SAN FRANCISCO CA 94111 1 0 1 0 0001727753 True Wind Capital GP, LLC C/O TRUE WIND CAPITAL FOUR EMBARCADERO CENTER, SUITE 2350 SAN FRANCISCO CA 94111 1 0 1 0 Series B Convertible Preferred Stock 35086 D Series A Convertible Preferred Stock 6.02 Common Stock 10782865 D Series B Convertible Preferred Stock, par value $1.00 per share (the "Series B Preferred Stock") initially has a Stated Value of $1,000 per share, subject to increase in the event cash dividends due on such Series B Preferred Stock are not paid in respect of any dividend payment period. Dividends are payable, in cash, at a fixed rate of 10.0% per annum on the Stated Value per share, which rate will automatically increase by 1.0% every six months that the Series B Preferred Stock remains outstanding (subject to a cap of 12.0%). Following stockholder approval, each share of Series B Preferred Stock will automatically be converted into the number of shares of Series A Preferred Stock (defined below) equal to the liquidation preference (equal to the Stated Value plus accrued but unpaid dividends) of such share of Series B Preferred Stock divided by the Accreted Value (defined below) of a share of Series A Preferred Stock on the date of conversion plus cash in lieu of fractional shares. Represents securities held by Zephyr Holdco, LLC. True Wind Capital, L.P. is the managing member of Zephyr Holdco, LLC and has voting and investment discretion with respect to the securities held of record by Zephyr Holdco, LLC. Adam Clammer and James Greene, Jr. are the managing members of True Wind Capital GP, LLC, the general partner of True Wind Capital, L.P. Mr. Greene, along with Mr. Brandon Van Buren, a principal at True Wind Capital, serve as members of the board of directors of the Issuer, and as a result, each of the Reporting Persons may be deemed a director by deputization of the Issuer. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Series A Convertible Preferred Stock, par value $1.00 per share (the "Series A Preferred Stock"), is convertible by the holder at any time into shares of Common stock of the Issuer (the "Common Stock"), and to the extent such number of shares would exceed a share maximum, as described further below, an amount of cash in lieu thereof. The Issuer is required to redeem the Series A Preferred Stock upon a change in control (defined in the Series A certificate of designations) and may optionally redeem the Series A Preferred Stock at any time after the fourth anniversary of the issue date. The Series A Preferred Stock has no stated maturity and will remain outstanding indefinitely unless converted into Common Stock or repurchased or redeemed by Zix. Represents shares of common stock initially issuable upon conversion of 64,914 shares of Series A Preferred Stock, which initially has a Stated Value of $1,000 per share, which will accrete at a fixed rate of 8.0% per annum, compounded quarterly (the "Accreted Value"). Each share of Series A Preferred Stock is convertible into (i) shares of Common Stock equal to the product of (A) the Accreted Value with respect to such share on the conversion date multiplied by (B) the Conversion Rate as of the applicable conversion date divided by (C) 1,000 plus (ii) cash in lieu of fractional shares. The initial Conversion Rate is equal to 166.11 shares, subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of the Series A Certificate of Designations. Prior to obtaining stockholder approval, the Issuer will be required to pay an amount in cash upon conversion in lieu of delivering shares in excess of a share cap of 10,783,050. The initial conversion rate of 166.11 per $1,000 Accreted Value is equivalent to an initial conversion price of approximately $6.02 per share of Common Stock. /s/ James H. Greene, Jr., as managing member of True Wind Capital GP, LLC, the general partner of True Wind Capital, L.P., the manager of Zephyr Holdco, LLC 2019-02-22 /s/ James H. Greene, Jr., as managing member of True Wind Capital GP, LLC, the general partner of True Wind Capital, L.P. 2019-02-22 /s/ James H. Greene, Jr., as managing member of True Wind Capital GP, LLC 2019-02-22 /s/ Adam Clammer 2019-02-22 /s/ James Greene, Jr. 2019-02-22