ZEPHYR HOLDCO, LLC

SEC source: 0000899243-21-049570 · doc4.xml · nonDerivative · entry 2

ZEPHYR HOLDCO, LLC · CIK 0001767951 · Director · 10% owner

True Wind Capital, L.P. · CIK 0001645139 · 10% owner

True Wind Capital GP, LLC · CIK 0001727753 · 10% owner

GREENE JAMES H JR · CIK 0001205970 · 10% owner

CLAMMER ADAM · CIK 0001192808 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F1 · kind: On December 22, 2021, Zephyr Holdco, LLC converted 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.

F1 · price: On December 22, 2021, Zephyr Holdco, LLC converted 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.

F2 · ownership.direct: 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 H. Greene, Jr. are the managing members of True Wind Capital GP, LLC, the general partner of True Wind Capital, L.P. Mr. Greene served a member 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.

SEC source: 0000899243-21-049570 · doc4.xml · derivative · entry 3

ZEPHYR HOLDCO, LLC · CIK 0001767951 · Director · 10% owner

True Wind Capital, L.P. · CIK 0001645139 · 10% owner

True Wind Capital GP, LLC · CIK 0001727753 · 10% owner

GREENE JAMES H JR · CIK 0001205970 · 10% owner

CLAMMER ADAM · CIK 0001192808 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 20,850,001 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_price: The conversion rate of 166.11 per $1,000 Accreted Value is equivalent to a conversion price of approximately $6.02 per share of Common Stock of the Issuer (the "Common Stock").

F1 · kind: On December 22, 2021, Zephyr Holdco, LLC converted 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.

F4 · derivative.exercise_date: Series A Preferred Stock is convertible by the holder at any time into shares of Common Stock. 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 February 20, 2023.

F5 · derivative.expiration_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 the Issuer.

F6 · derivative.underlying_shares: Represents shares of Common Stock currently issuable upon conversion of 100,206 shares of Series A Preferred Stock, which initially has a Stated Value of $1,000 per share, which accretes 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 current Conversion Rate is equal to 166.11 shares.

F2 · ownership.direct: 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 H. Greene, Jr. are the managing members of True Wind Capital GP, LLC, the general partner of True Wind Capital, L.P. Mr. Greene served a member 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.

SEC source: 0000899243-21-049570 · doc4.xml · nonDerivative · entry 1

ZEPHYR HOLDCO, LLC · CIK 0001767951 · Director · 10% owner

True Wind Capital, L.P. · CIK 0001645139 · 10% owner

True Wind Capital GP, LLC · CIK 0001727753 · 10% owner

GREENE JAMES H JR · CIK 0001205970 · 10% owner

CLAMMER ADAM · CIK 0001192808 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 20,850,001

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: On December 22, 2021, Zephyr Holdco, LLC converted 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.

F1 · price: On December 22, 2021, Zephyr Holdco, LLC converted 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.

F2 · ownership.direct: 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 H. Greene, Jr. are the managing members of True Wind Capital GP, LLC, the general partner of True Wind Capital, L.P. Mr. Greene served a member 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.

SEC source: 0000899243-19-016006 · doc4.xml · derivative · entry 2

ZEPHYR HOLDCO, LLC · CIK 0001767951 · Director · 10% owner

True Wind Capital, L.P. · CIK 0001645139 · Director · 10% owner

True Wind Capital GP, LLC · CIK 0001727753 · Director · 10% owner

GREENE JAMES H JR · CIK 0001205970 · Director · 10% owner

CLAMMER ADAM · CIK 0001192808 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 100,206

Underlying: Common Stock · 17,043,229 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · derivative.exercise_price: The conversion rate of 166.11 per $1,000 Accreted Value is equivalent to a conversion price of approximately $6.02 per share of Common Stock of the Issuer (the "Common Stock").

F1 · kind: Following Issuer's receipt of shareholder approval on June 5, 2019, on June 6, 2019 each share of Series B Convertible Preferred Stock, par value $1.00 per share (the "Series B Preferred Stock") automatically converted into the number of shares of Series A Preferred Stock (defined below) equal to the liquidation preference (equal to the stated value (initially $1,000 per share, subject to increase in the event cash dividends due on such Series B Preferred Stock were not paid in respect of any dividend payment period) 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 Convertible Preferred Stock, par value $1.00 per share (the "Series A Preferred Stock") on the date of conversion plus cash in lieu of fractional shares.

F2 · kind: (Continued from Footnote 1) As a result of the shareholder approval, the 35,086 shares of Series B Preferred Stock beneficially owned by the Reporting Persons converted into 35,292 shares of Series A Preferred Stock.

F1 · price: Following Issuer's receipt of shareholder approval on June 5, 2019, on June 6, 2019 each share of Series B Convertible Preferred Stock, par value $1.00 per share (the "Series B Preferred Stock") automatically converted into the number of shares of Series A Preferred Stock (defined below) equal to the liquidation preference (equal to the stated value (initially $1,000 per share, subject to increase in the event cash dividends due on such Series B Preferred Stock were not paid in respect of any dividend payment period) 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 Convertible Preferred Stock, par value $1.00 per share (the "Series A Preferred Stock") on the date of conversion plus cash in lieu of fractional shares.

F2 · price: (Continued from Footnote 1) As a result of the shareholder approval, the 35,086 shares of Series B Preferred Stock beneficially owned by the Reporting Persons converted into 35,292 shares of Series A Preferred Stock.

F5 · derivative.exercise_date: Series A Preferred Stock is convertible by the holder at any time into shares of Common Stock. 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 February 20, 2023.

F6 · derivative.expiration_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 the Issuer.

F7 · derivative.underlying_shares: Represents shares of Common Stock currently issuable upon conversion of 100,206 shares of Series A Preferred Stock, which initially has a Stated Value of $1,000 per share, which accretes 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.

F3 · ownership.direct: 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 H. 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.

SEC source: 0000899243-19-016006 · doc4.xml · nonDerivative · entry 1

ZEPHYR HOLDCO, LLC · CIK 0001767951 · Director · 10% owner

True Wind Capital, L.P. · CIK 0001645139 · Director · 10% owner

True Wind Capital GP, LLC · CIK 0001727753 · Director · 10% owner

GREENE JAMES H JR · CIK 0001205970 · Director · 10% owner

CLAMMER ADAM · CIK 0001192808 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: Following Issuer's receipt of shareholder approval on June 5, 2019, on June 6, 2019 each share of Series B Convertible Preferred Stock, par value $1.00 per share (the "Series B Preferred Stock") automatically converted into the number of shares of Series A Preferred Stock (defined below) equal to the liquidation preference (equal to the stated value (initially $1,000 per share, subject to increase in the event cash dividends due on such Series B Preferred Stock were not paid in respect of any dividend payment period) 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 Convertible Preferred Stock, par value $1.00 per share (the "Series A Preferred Stock") on the date of conversion plus cash in lieu of fractional shares.

F2 · security: (Continued from Footnote 1) As a result of the shareholder approval, the 35,086 shares of Series B Preferred Stock beneficially owned by the Reporting Persons converted into 35,292 shares of Series A Preferred Stock.

F1 · kind: Following Issuer's receipt of shareholder approval on June 5, 2019, on June 6, 2019 each share of Series B Convertible Preferred Stock, par value $1.00 per share (the "Series B Preferred Stock") automatically converted into the number of shares of Series A Preferred Stock (defined below) equal to the liquidation preference (equal to the stated value (initially $1,000 per share, subject to increase in the event cash dividends due on such Series B Preferred Stock were not paid in respect of any dividend payment period) 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 Convertible Preferred Stock, par value $1.00 per share (the "Series A Preferred Stock") on the date of conversion plus cash in lieu of fractional shares.

F2 · kind: (Continued from Footnote 1) As a result of the shareholder approval, the 35,086 shares of Series B Preferred Stock beneficially owned by the Reporting Persons converted into 35,292 shares of Series A Preferred Stock.

F1 · price: Following Issuer's receipt of shareholder approval on June 5, 2019, on June 6, 2019 each share of Series B Convertible Preferred Stock, par value $1.00 per share (the "Series B Preferred Stock") automatically converted into the number of shares of Series A Preferred Stock (defined below) equal to the liquidation preference (equal to the stated value (initially $1,000 per share, subject to increase in the event cash dividends due on such Series B Preferred Stock were not paid in respect of any dividend payment period) 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 Convertible Preferred Stock, par value $1.00 per share (the "Series A Preferred Stock") on the date of conversion plus cash in lieu of fractional shares.

F2 · price: (Continued from Footnote 1) As a result of the shareholder approval, the 35,086 shares of Series B Preferred Stock beneficially owned by the Reporting Persons converted into 35,292 shares of Series A Preferred Stock.

F3 · ownership.direct: 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 H. 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.