SEC Form 4 · accession 0000899243-18-030108
MITEL NETWORKS CORP · MITL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Anthony Bellomo
Officer — See Remarks
Period of report
Nov 30, 2018
Accepted (ET)
Dec 4, 2018 · 8:36 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001170534
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF1,F2 | Nov 30, 2018 | D | 9,501 | $11.15 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Options (Common Shares)F4,F3 | $9.70 | Nov 30, 2018 | D | 3,300 | D | — | Mar 5, 2022 | Common Shares | 3,300 | 0 | D |
| Restricted Stock UnitsF10,F5 | $0.00 | Nov 30, 2018 | D | 775 | D | — | — | Common Shares | 775 | 0 | D |
| Restricted Stock UnitsF10,F6 | $0.00 | Nov 30, 2018 | D | 3,000 | D | — | — | Common Shares | 3,000 | 0 | D |
| Restricted Stock UnitsF10,F7 | $0.00 | Nov 30, 2018 | D | 18,750 | D | — | — | Common Shares | 18,750 | 0 | D |
| Restricted Stock UnitsF10,F8 | $0.00 | Nov 30, 2018 | D | 750 | D | — | — | Common Shares | 750 | 0 | D |
| Restricted Stock UnitsF10,F9 | $0.00 | Nov 30, 2018 | D | 20,000 | D | — | — | Common Shares | 20,000 | 0 | D |
Explanation of responses
- F1On November 30, 2018 (the "Closing Date"), MLN AcquisitionCo ULC (the "Purchaser") acquired all of the outstanding common shares of Mitel Networks Corporation (the "Issuer") under a plan of arrangement under the Canada Business Corporations Act (the "Plan of Arrangement"), and Issuer became a wholly owned subsidiary of the Purchaser, an entity currently owned and controlled by funds affiliated with Searchlight Capital Partners, L.P., a private equity investment group.
- F10Pursuant to the Plan of Arrangement, each Non-Exercisable RSU was cancelled in exchange for the right to receive US$11.15 in cash, less any applicable withholding taxes, following the date such Non-Exercisable RSUs would have vested in accordance with their terms, subject to the Reporting Person's continued employment through such date.
- F2Pursuant to the Plan of Arrangement, each common share was transferred to the Purchaser in exchange for the right to receive US$11.15 in cash, without interest and less any applicable withholding taxes.
- F3Represents 3,300 options to purchase common shares (the "Options"), of which 2,887 were fully exercisable as of the Closing Date and the remaining 413 Options would have vested on March 5, 2019.
- F4Pursuant to the Plan of Arrangement, Options were cancelled in exchange for the right to receive an amount equal to the excess, if any, of US$11.15 over the exercise price of such option, less any applicable withholding taxes.
- F5Represents 775 common shares underlying 775 restricted stock units (each an "RSU") granted on March 5, 2015. None of these RSUs were fully exercisable as of the Closing Date (each a "Non-Exercisable RSU") and all of them would have vested on March 5, 2019.
- F6Represents 3,000 common shares underlying 3,000 RSUs granted on March 4, 2016. As of the Closing Date, all of these RSUs were Non-Exercisable RSUs and would have vested in two equal installments on March 4, 2019 and March 4, 2020.
- F7Represents 18,750 common shares underlying 18,750 RSUs granted on March 1, 2017. As of the Closing Date, all of these RSUs were Non-Exercisable RSUs and would have vested in three equal installments on March 1, 2019, March 1, 2020 and March 1, 2021.
- F8Represents 750 common shares underlying 750 RSUs granted on April 7, 2017. As of the Closing Date, all of these RSUs were Non-Exercisable RSUs and would have vested in three equal installments on April 7, 2019, April 7, 2020 and April 7, 2021.
- F9Represents 20,000 common shares underlying 20,000 RSUs granted on February 28, 2018. As of the Closing Date, all of these RSUs were Non-Exercisable RSUs and would have vested in four equal installments annually starting February 28, 2019.
Remarks
Vice President and Corporate Controller