SEC Form 4 · accession 0000899243-18-030109
MITEL NETWORKS CORP · MITL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Period of report
Nov 30, 2018
Accepted (ET)
Dec 4, 2018 · 8:37 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 | 8,968 | $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 | $5.91 | Nov 30, 2018 | D | 20,000 | D | Sep 27, 2017 | Sep 27, 2020 | Common Shares | 20,000 | 0 | D |
| Options (Common Shares)F4 | $10.11 | Nov 30, 2018 | D | 7,500 | D | Apr 3, 2018 | Apr 3, 2021 | Common Shares | 7,500 | 0 | D |
| Options (Common Shares)F3 | $9.70 | Nov 30, 2018 | D | 7,218 | D | — | Mar 5, 2022 | Common Shares | 7,218 | 0 | D |
| Restricted Stock UnitsF10,F5 | $0.00 | Nov 30, 2018 | J | 1,939 | D | — | — | Common Shares | 1,939 | 0 | D |
| Restricted Stock UnitsF10,F6 | $0.00 | Nov 30, 2018 | J | 3,250 | D | — | — | Common Shares | 3,250 | 0 | D |
| Restricted Stock UnitsF10,F7 | $0.00 | Nov 30, 2018 | J | 11,250 | D | — | — | Common Shares | 11,250 | 0 | D |
| Restricted Stock UnitsF10,F8 | $0.00 | Nov 30, 2018 | J | 750 | D | — | — | Common Shares | 750 | 0 | D |
| Restricted Stock UnitsF10,F9 | $0.00 | Nov 30, 2018 | J | 25,000 | D | — | — | Common Shares | 25,000 | 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.
- F10The RSUs, which were unvested, were cancelled upon resignation of the reporting person.
- 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.
- F38,250 options to purchase common shares (the "Options") were granted on March 5, 2015. 1,032 Options, which were unvested, were cancelled upon resignation of the reporting person. The remaining 7,218 Options, which were vested, were cancelled on November 30, 2018 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, pursuant to the Plan of Arrangement.
- 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 1,939 common shares underlying 1,939 restricted stock units (each an "RSU") granted on March 5, 2015.
- F6Represents 3,250 common shares underlying 3,250 RSUs granted on March 4, 2016.
- F7Represents 11,250 common shares underlying 11,250 RSUs granted on March 1, 2017.
- F8Represents 750 common shares underlying 750 RSUs granted on April 7, 2017.
- F9Represents 25,000 common shares underlying 25,000 RSUs granted on February 28, 2018.
Remarks
Resigned as Vice President, Investor Relations on 11/27/2018