SEC Form 4 · accession 0000899243-18-030135
MITEL NETWORKS CORP · MITL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Colin Ross McAnuff
Officer — See Remarks
Period of report
Nov 30, 2018
Accepted (ET)
Dec 4, 2018 · 8:52 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 | 6,089 | $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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF7,F3 | — | Nov 30, 2018 | D | 10,000 | D | — | — | Common Shares | 10,000 | 0 | D |
| Restricted Stock UnitsF7,F4 | — | Nov 30, 2018 | D | 10,125 | D | — | — | Common Shares | 10,125 | 0 | D |
| Restricted Stock UnitsF7,F5 | — | Nov 30, 2018 | D | 20,000 | D | — | — | Common Shares | 20,000 | 0 | D |
| Restricted Stock UnitsF7,F6 | — | Nov 30, 2018 | D | 500 | D | — | — | Common Shares | 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.
- F3Represents 10,000 common shares underlying 10,000 restricted stock units (each an "RSU") granted on November 9, 2016. These RSUs would have vested annually in two equal installments starting on November 9, 2019 (each a "Non-Exercisable RSU").
- F4Represents 10,125 common shares underlying 10,125 RSUs granted on March 1, 2017. As of the Closing Date, all of these RSUs were Non-Exercisable RSUs 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.
- F6Represents 500 common shares underlying 500 RSUs granted on May 9, 2018. As of the Closing Date, all of these RSUs were Non-Exercisable RSUs and would have vested in four equal installments annually starting May 9, 2019.
- F7Pursuant 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.
Remarks
Vice President, Corporate Treasurer