SEC Form 4 · accession 0000899243-18-030128

MITEL NETWORKS CORP · MITL

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

Reporting owner

Peter Charbonneau

Director

Period of report

Nov 30, 2018

Accepted (ET)

Dec 4, 2018 · 8:48 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	D/I	Nature of ownership
Common Shares^F1,F2	Nov 30, 2018	D	55,301	$11.15	D	D
Common Shares^F1,F2,F3	Nov 30, 2018	D	13,927	$11.15	D	I	Held by Joan Charbonneau (Spouse)
Common Shares^F1,F2,F4	Nov 30, 2018	D	2,019	$11.15	D	I	Held By The Peter Charbonneau Trust #2

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Options (Common Shares)^F5	$7.17	Nov 30, 2018	D	10,000	D	Mar 4, 2017	Mar 4, 2023	Common Shares	10,000	D
Options (Common Shares)^F5	$8.94	Nov 30, 2018	D	10,000	D	Dec 31, 2015	May 14, 2022	Common Shares	10,000	D
Options (Common Shares)^F5	$9.70	Nov 30, 2018	D	1,154	D	Mar 5, 2015	Mar 5, 2022	Common Shares	1,154	D
Options (Common Shares)^F5	$9.96	Nov 30, 2018	D	4,854	D	Nov 13, 2014	Nov 13, 2021	Common Shares	4,854	D
Options (Common Shares)^F5	$9.96	Nov 30, 2018	D	4,682	D	Aug 14, 2014	Aug 14, 2021	Common Shares	4,682	D
Options (Common Shares)^F5	$10.83	Nov 30, 2018	D	4,682	D	May 20, 2014	May 20, 2021	Common Shares	4,682	D
Options (Common Shares)^F5	$8.79	Nov 30, 2018	D	4,778	D	Feb 5, 2014	Feb 5, 2021	Common Shares	4,778	D
Options (Common Shares)^F5	$9.58	Nov 30, 2018	D	4,960	D	Dec 12, 2013	Dec 12, 2020	Common Shares	4,960	D
Options (Common Shares)^F5	$4.64	Nov 30, 2018	D	6,782	D	Sep 5, 2013	Sep 5, 2020	Common Shares	6,782	D
Options (Common Shares)^F5	$3.80	Nov 30, 2018	D	10,338	D	Jul 1, 2013	Jul 1, 2020	Common Shares	10,338	D
Options (Common Shares)^F5	$3.94	Nov 30, 2018	D	10,338	D	Mar 7, 2013	Mar 7, 2020	Common Shares	10,338	D
Options (Common Shares)^F5	$3.06	Nov 30, 2018	D	10,819	D	Dec 6, 2012	Dec 6, 2019	Common Shares	10,819	D
Options (Common Shares)^F5	$2.61	Nov 30, 2018	D	10,544	D	Sep 6, 2012	Sep 6, 2019	Common Shares	10,544	D
Options (Common Shares)^F5	$4.22	Nov 30, 2018	D	10,550	D	Jun 26, 2012	Jun 26, 2019	Common Shares	10,550	D
Options (Common Shares)^F5	$3.44	Nov 30, 2018	D	8,756	D	Mar 7, 2012	Mar 7, 2019	Common Shares	8,756	D
Options (Common Shares)^F5	$3.05	Nov 30, 2018	D	8,756	D	Dec 23, 2011	Dec 23, 2018	Common Shares	8,756	D
Restricted Stock Units^F6	—	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.
F3Mr. Charbonneau disclaims beneficial ownership of the common shares held by his spouse and this report shall not be deemed an admission that Mr. Charbonneau is a beneficial owner of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.
F4These common shares are held by the Peter Charbonneau Trust #2, of which Mr. Charbonneau is the sole trustee. Mr. Charbonneau disclaims beneficial ownership of the common shares held by the Peter Charbonneau Trust #2, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that Mr. Charbonneau is a beneficial owner of such shares for purposes of Section 16 of the Exchange Act or for any other purpose.
F5Pursuant 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.
F6Represents 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.