Edgar Filing: BONNEY MARK J

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BONNEY MARK J

2. Issuer Name and Ticker or Trading Symbol
ZIX CORP [ZIXI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

2711 N. HASKELL AVENUE, SUITE 2200

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2019

(Street)

DALLAS, TX 75204

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock Units	03/07/2019		A		9,231 ⁽¹⁾	A	$ 0	24,876	D
Deferred Stock Units	03/07/2019		A		16,337 ⁽²⁾	A	$ 0	41,213	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Deferred Stock Units

⁽³⁾

02/26/2018

16,337

⁽²⁾

Common Stock

16,337

$ 0

78,894 ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BONNEY MARK J 2711 N. HASKELL AVENUE SUITE 2200 DALLAS, TX 75204	X

Signatures

/s/ Noah F. Webster, Attorney-in-Fact		03/11/2019
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Grant under the 2018 Omnibus Incentive Plan (the "Plan"). The deferred stock units will vest pro-rata and quarterly over one year, and subject to acceleration under conditions described in the Plan. Delivery of the underlying shares in respect of vesting will occur pursuant to the underlying award agreement.
(2)	On the Form 4/A filed on August 23, 2018, the reporting person elected to report on Table II 16,337 Deferred Stock Units ("DSUs") granted under the Amended and Restated 2012 Incentive Plan. Pursuant to guidance from the Securities and Exchange Commission, the reporting person has now elected to report these DSUs on Table I instead of Table II since the DSUs may be settled solely by delivery of an equal number of shares of the issuer's common stock. Therefore, the reporting person has moved the reporting of these 16,337 DSUs from Table II to Table I.
(3)	Each deferred stock unit represents a contingent right to receive one share of ZIXI common stock.

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