Sec Form 5 Filing - Rockall Emerging Markets Master Fund Ltd @ ZIX CORP - 2012-12-31

Insider filing report for Changes in Beneficial Ownership
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FORM 5
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
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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1. Name and Address of Reporting Person
Rockall Emerging Markets Master Fund Ltd
2. Issuer Name and Ticker or Trading Symbol
ZIX CORP [ ZIXI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Explanation of Responses
(Last) (First) (Middle)
C/O CITI HEDGE FUND SERVICES, 1748GT 24 HOSPITAL ROAD
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2012
(Street)
GRAND CAYMAN, E9000000
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock ( 1 ) 04/18/2011 P 10,000 A $ 3.5 3,842,146 D ( 3 )
Common Stock ( 1 ) 05/03/2011 S 10,000 D $ 3.05 539,490 D ( 7 )
Common Stock ( 1 ) 06/30/2011 P 30,000 A $ 3.836 3,872,146 D ( 3 )
Common Stock ( 1 ) 07/01/2011 P 10,000 A $ 3.836 3,882,146 D ( 3 )
Common Stock ( 1 ) 07/05/2011 S 8,309 D $ 4.08 3,873,837 D ( 3 )
Common Stock ( 1 ) 07/06/2011 S 100,000 D $ 4.131 3,773,837 D ( 3 )
Common Stock ( 1 ) 08/08/2011 P 1,000 A $ 3.3 749,870 D ( 4 )
Common Stock ( 1 ) 08/09/2011 S 120,000 D $ 3.1405 ( 5 ) 629,870 D ( 4 )
Common Stock ( 1 ) 08/19/2011 P 30,000 A $ 2.97 1,501,320 D ( 6 )
Common Stock ( 1 ) 08/26/2011 P 10,000 A $ 3.19 1,511,320 D ( 6 )
Common Stock ( 1 ) 09/16/2011 P 13,000 A $ 3.235 ( 2 ) 3,849,288 D ( 3 )
Common Stock ( 1 ) 09/20/2011 P 185,000 A $ 3.1878 4,034,288 D ( 3 )
Common Stock ( 1 ) 09/28/2011 S 20,000 D $ 3.12 627,870 D ( 4 )
Common Stock ( 1 ) 10/11/2011 S 50,000 D $ 2.7753 ( 8 ) 469,490 D ( 7 )
Common Stock ( 1 ) 10/12/2011 S 70,000 D $ 2.833 399,490 D ( 7 )
Common Stock ( 1 ) 10/13/2011 S 20,000 D $ 2.81 379,490 D ( 7 )
Common Stock ( 1 ) 10/14/2011 S 30,300 D $ 2.87 349,190 D ( 7 )
Common Stock ( 1 ) 06/28/2012 S 774 D $ 2.46 1,560,446 D ( 6 )
Common Stock ( 1 ) ( 9 ) 6,660,176 D ( 13 )
Common Stock ( 1 ) ( 10 ) 6,661,826 D ( 13 )
Common Stock ( 1 ) ( 11 ) 6,575,268 D ( 13 )
Common Stock ( 1 ) ( 12 ) 8,250,948 D ( 13 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Inst r. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rockall Emerging Markets Master Fund Ltd
C/O CITI HEDGE FUND SERVICES
1748GT 24 HOSPITAL ROAD
GRAND CAYMAN, E9000000
See Explanation of Responses
Meldrum Asset Management, LLC
570 LEXINGTON AVENUE
24TH FLOOR
NEW YORK, NY10022
See Explanation of Responses
Dobrich Fulvio
441 LEXINGTON AVENUE
SUITE 1221
NEW YORK, NY10017
See Explanation of Responses
Egan Con
C/O MELDRUM ASSET MANAGEMENT, LLC
570 LEXINGTON AVENUE
NEW YORK, NY10022
See Explanation of Responses
O'Driscoll Conor
C/O MELDRUM ASSET MANAGEMENT, LLC
570 LEXINGTON AVENUE
NEW YORK, NY10022
See Explanation of Responses
Signatures
By: Rockall Emerging Markets Master Fund, Ltd., By: MELDRUM ASSET MANAGEMENT, LLC Its Investment Manager - By: /s/ Con Egan (Con Egan, Principal) 04/12/2013
Signature of Reporting Person Date
By: MELDRUM ASSET MANAGEMENT, LLC - By: /s/ Con Egan (Con Egan, Principal) 04/12/2013
Signature of Reporting Person Date
By: /s/ Fulvio Dobrich 04/12/2013
Signature of Reporting Person Date
By: /s/ Con Egan 04/12/2013
Signature of Reporting Person Date
By: /s/ Conor O'Driscoll 04/12/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is being jointly filed by Rockall Emerging Markets Master Fund Limited (the "Fund"), Meldrum Asset Management, LLC ("Meldrum"), and Messrs. Fulvio Dobrich, Con Egan and Conor O'Driscoll (together with the Fund and Meldrum, each a "Reporting Person"). Each Reporting Person was formerly a member of a Section 13(d) group that previously owned more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.
( 2 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.25 to $3.1943. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 2 to this Form 4.
( 3 )The securities reported herein are directly owned by the Fund and are indirectly owned by Meldrum as the Fund's investment manager, and by Messrs. Dobrich, Egan and O'Driscoll by virtue of their positions as managers of Meldrum.
( 4 )Shares directly owned by Mr. Egan.
( 5 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.05 to $3.41. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 5 to this Form 4.
( 6 )Shares directly owned by Mr. Dobrich.
( 7 )Shares directly owned by Mr. O'Driscoll.
( 8 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.76 to $2.776. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 8 to this Form 4.
( 9 )On April 18, 2011, the Fund purchased 10,000 shares of Common Stock and may be deemed the holders of more than 10% of the shares of Common Stock outstanding as a result of this purchase.
( 10 )On June 30, 2011, the Fund purchased 30,000 shares of Common Stock and may be deemed the holders of more than 10% of the shares of Common Stock outstanding as a result of this purchase.
( 11 )On August 2, 2011, as a result of a change in the Issuer's outstanding shares as reported in its Quarterly Report on Form 10-Q, the Reporting Persons were deemed the beneficial owners of more than 10% of the shares of Common Stock outstanding.
( 12 )On May 4, 2012,as a result of a change in the Issuer's outstanding shares as reported in its Quarterly Report on Form 10-Q, the Reporting Persons were deemed the beneficial owners of more than 10% of the shares of Common Stock outstanding.
( 13 )Represents the shares of Common Stock owned in the aggregate by all Reporting Persons.

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