SEC Form 4 · accession 0000899243-18-030120

MITEL NETWORKS CORP · MITL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Mahawa Vanessa Touray

Officer — See Remarks

Period of report

Nov 30, 2018

Accepted (ET)

Dec 4, 2018 · 8:44 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 Shares^F1,F2	Nov 30, 2018	D	8,461	$11.15	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Options (Common Shares)^F4,F3	$9.70	Nov 30, 2018	D	3,300	D	—	Mar 5, 2022	Common Shares	3,300	D
Restricted Stock Units^F10,F5	$0.00	Nov 30, 2018	D	775	D	—	—	Common Shares	775	D
Restricted Stock Units^F10,F6	$0.00	Nov 30, 2018	D	250	D	—	—	Common Shares	250	D
Restricted Stock Units^F10,F7	$0.00	Nov 30, 2018	D	3,500	D	—	—	Common Shares	3,500	D
Restricted Stock Units^F10,F8	$0.00	Nov 30, 2018	D	37,500	D	—	—	Common Shares	37,500	D
Restricted Stock Units^F10,F9	$0.00	Nov 30, 2018	D	40,000	D	—	—	Common Shares	40,000	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 250 common shares underlying 250 RSUs granted on March 13, 2015. As of the Closing Date, all of these RSUs were Non-Exercisable RSUs and would have vested on March 13, 2019.
F7Represents 3,500 common shares underlying 3,500 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.
F8Represents 37,500 common shares underlying 37,500 RSUs granted on March 1, 2017. As of the Closing Date, all of these RSUs were Non-Exercisable RSUs and would have vested in four equal installments annually starting March 1, 2018.
F9Represents 40,000 common shares underlying 40,000 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. This filing also amends the Form 4 filed by this reporting person on March 7, 2018, which inadvertently reported that the number of RSUs granted on February 28, 2018 to this reporting person is 45,000.

Remarks

Senior Vice President, Finance