SEC Form 4 · accession 0000899243-18-030110
MITEL NETWORKS CORP · MITL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stavros Pethakas
Officer — Vice President Global Tax
Period of report
Nov 30, 2018
Accepted (ET)
Dec 4, 2018 · 8:38 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 | 1,396 | $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)F3 | — | Nov 30, 2018 | D | 25,000 | D | — | — | Common Shares | 25,000 | 0 | D |
| Restricted Stock UnitsF4,F6 | — | Nov 30, 2018 | D | 9,375 | D | — | — | Common Shares | 9,375 | 0 | D |
| Restricted Stock UnitsF5,F6 | — | 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.
- 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 25,000 options to purchase common shares (the "Options"), of which 12,500 were fully exercisable as of the Closing Date and the remaining 12,500 would have vested in equal installments every three months thereafter until November 9, 2020. Pursuant 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.
- F4Represents 9,375 common shares underlying 9,375 restricted stock units (each an "RSU") granted on March 1, 2017. None of these RSUs were fully exercisable as of the Closing Date (each a "Non-Exercisable RSU") and would have vested in three equal installments annually starting March 1, 2019.
- F5Represents 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.
- F6Pursuant 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.