SEC Form 4 · accession 0000899243-18-030121
MITEL NETWORKS CORP · MITL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sudhakar Ramakrishna
Director
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 SharesF1,F2 | Nov 30, 2018 | D | 30,708 | $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 | $8.94 | Nov 30, 2018 | D | 45,000 | D | May 14, 2018 | May 14, 2022 | Common Shares | 45,000 | 0 | D |
| Options (Common Shares)F3 | $8.94 | Nov 30, 2018 | D | 7,500 | D | Dec 31, 2015 | May 14, 2022 | Common Shares | 7,500 | 0 | D |
| Options (Common Shares)F3 | $7.17 | Nov 30, 2018 | D | 10,000 | D | Mar 4, 2017 | Mar 4, 2023 | Common Shares | 10,000 | 0 | D |
| Restricted Stock UnitsF4 | — | Nov 30, 2018 | D | 14,500 | D | Feb 28, 2017 | — | Common Shares | 14,500 | 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.
- F3Pursuant to the Plan of Arrangement, options to purchase common shares (the "Options") were accelerated and all 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 14,500 common shares underlying 14,500 restricted stock units. Pursuant to the Plan of Arrangement, each restricted share unit was cancelled in exchange for the right to receive US$11.15 in cash, less any applicable withholding taxes.