SEC Form 4 · accession 0000899243-18-030122

MITEL NETWORKS CORP · MITL

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

Reporting owner

Terence H Matthews

Officer — Chairman of the Board · Director

Period of report

Nov 30, 2018

Accepted (ET)

Dec 4, 2018 · 8:45 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	58,754	$11.15	D	0	D
Common Shares^F1,F2,F3	Nov 30, 2018	D	1,766,690	$11.15	D	0	I	Wesley Clover International Corporation

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Options (Common Shares)^F4	$3.06	Nov 30, 2018	D	18,038	D	Dec 6, 2012	Dec 6, 2019	Common Shares	18,038	D
Options (Common Shares)^F4	$3.94	Nov 30, 2018	D	18,313	D	Mar 7, 2013	Mar 7, 2020	Common Shares	18,313	D
Options (Common Shares)^F4	$3.80	Nov 30, 2018	D	18,313	D	Jul 1, 2013	Jul 1, 2020	Common Shares	18,313	D
Options (Common Shares)^F4	$4.64	Nov 30, 2018	D	16,190	D	Sep 5, 2013	Sep 5, 2020	Common Shares	16,190	D
Options (Common Shares)^F4	$9.58	Nov 30, 2018	D	10,146	D	Dec 12, 2013	Dec 12, 2020	Common Shares	10,146	D
Options (Common Shares)^F4	$8.79	Nov 30, 2018	D	9,329	D	Feb 5, 2014	Feb 5, 2021	Common Shares	9,329	D
Options (Common Shares)^F4	$10.83	Nov 30, 2018	D	9,281	D	May 20, 2014	May 20, 2021	Common Shares	9,281	D
Options (Common Shares)^F4	$9.96	Nov 30, 2018	D	9,281	D	Aug 14, 2014	Aug 14, 2021	Common Shares	9,281	D
Options (Common Shares)^F4	$9.96	Nov 30, 2018	D	9,816	D	Nov 13, 2014	Nov 13, 2021	Common Shares	9,816	D
Options (Common Shares)^F4	$9.70	Nov 30, 2018	D	3,585	D	Mar 5, 2015	Mar 5, 2022	Common Shares	3,585	D
Options (Common Shares)^F4	$8.94	Nov 30, 2018	D	10,000	D	Dec 31, 2015	May 14, 2022	Common Shares	10,000	D
Options (Common Shares)^F4	$8.94	Nov 30, 2018	D	4,220	D	May 14, 2015	May 14, 2022	Common Shares	4,220	D
Options (Common Shares)^F4	$8.30	Nov 30, 2018	D	4,542	D	Aug 12, 2015	Aug 12, 2022	Common Shares	4,542	D
Options (Common Shares)^F4	$8.75	Nov 30, 2018	D	4,307	D	Nov 11, 2015	Nov 11, 2022	Common Shares	4,307	D
Options (Common Shares)^F4	$7.17	Nov 30, 2018	D	10,000	D	Mar 4, 2017	Mar 4, 2023	Common Shares	10,000	D
Options (Common Shares)^F4	$7.17	Nov 30, 2018	D	5,278	D	Mar 4, 2016	Mar 4, 2023	Common Shares	5,278	D
Options (Common Shares)^F4	$6.74	Nov 30, 2018	D	5,674	D	May 26, 2016	May 26, 2023	Common Shares	5,674	D
Options (Common Shares)^F4	$8.12	Nov 30, 2018	D	4,723	D	Aug 10, 2016	Aug 10, 2023	Common Shares	4,723	D
Options (Common Shares)^F4	$6.62	Nov 30, 2018	D	5,713	D	Nov 9, 2016	Nov 9, 2023	Common Shares	5,713	D
Options (Common Shares)^F4	$6.62	Nov 30, 2018	D	5,674	D	Mar 1, 2017	Mar 1, 2024	Common Shares	5,674	D
Restricted Stock Units^F5	—	Nov 30, 2018	D	14,500	D	Dec 31, 2018	—	Common Shares	14,500	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.
F3Dr. Matthews owns 100% of the outstanding voting shares of 4293711 Canada Inc. ("4293711 Canada") which in turn owns 99.9% of the outstanding voting shares of Wesley Clover International Corporation ("WCIC") (the remaining 0.01% of the outstanding voting shares of WCIC are owned by the Matthews Family Trust, of which Dr. Matthews is one of three trustees). Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of Dr. Matthews and 4293711 Canada may be deemed the beneficial owner of all of the common shares of the Issuer beneficially owned by WCIC. The filing of this Form 4 shall not be construed as an admission that the Reporting Person shares beneficial ownership of these shares, and the Reporting Person expressly disclaims such beneficial ownership except to the extent of any pecuniary interest therein.
F4Pursuant to the Plan of Arrangement, options to purchase common shares 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 14,500 common shares underlying 14,500 restricted stock units granted on May 9, 2018 and would have vested on December 31, 2018 (each a "Non-Exercisable RSU"). 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, 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.