SEC Form 4 · accession 0000899243-18-030142

MITEL NETWORKS CORP · MITL

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

Reporting owner

Steven Edward Spooner

Officer — Chief Financial Officer

Period of report

Nov 30, 2018

Accepted (ET)

Dec 4, 2018 · 8:57 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	240,404	$11.15	D	0	D
Common Shares^F1,F2,F3	Nov 30, 2018	D	5,100	$11.15	D	0	I	Held By The Spooner Children Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Options (Common Shares)^F6	$4.22	Nov 30, 2018	D	18,750	D	Jun 26, 2016	Jun 26, 2019	Common Shares	18,750	D
Options (Common Shares)^F6	$3.80	Nov 30, 2018	D	21,875	D	Jul 1, 2017	Jul 1, 2020	Common Shares	21,875	D
Options (Common Shares)^F6	$5.73	Nov 30, 2018	D	200,000	D	Oct 9, 2017	Oct 9, 2020	Common Shares	200,000	D
Options (Common Shares)^F6	$10.11	Nov 30, 2018	D	75,000	D	Apr 3, 2018	Apr 3, 2021	Common Shares	75,000	D
Options (Common Shares)^F6,F4	$9.70	Nov 30, 2018	D	99,000	D	—	Mar 5, 2022	Common Shares	99,000	D
Options (Common Shares)^F6,F5	$7.17	Nov 30, 2018	D	165,000	D	—	Mar 4, 2023	Common Shares	165,000	D
Performance Stock Units^F8,F7	$0.00	Nov 30, 2018	D	67,000	D	—	—	Common Shares	67,000	D
Performance Stock Units^F8,F7	$0.00	Nov 30, 2018	D	85,575	D	—	—	Common Shares	85,575	D
Restricted Stock Units^F13,F9	$0.00	Nov 30, 2018	D	23,325	D	—	—	Common Shares	23,325	D
Restricted Stock Units^F13,F10	$0.00	Nov 30, 2018	D	67,500	D	—	—	Common Shares	67,500	D
Restricted Stock Units^F13,F11	$0.00	Nov 30, 2018	D	50,250	D	—	—	Common Shares	50,250	D
Restricted Stock Units^F13,F12	$0.00	Nov 30, 2018	D	85,575	D	—	—	Common Shares	85,575	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.
F10Represents 67,500 common shares underlying 67,500 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 on March 4, 2020.
F11Represents 50,250 common shares underlying 50,250 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 on March 1, 2019, March 1, 2020 and on March 1, 2021.
F12Represents 85,575 common shares underlying 85,575 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.
F13Pursuant to the Plan of Arrangement, the unvested Non-Exercisable RSUs were accelerated and became fully vested and exercisable as of the Closing Date and each Non-Exercisable RSU was cancelled in exchange for the right to receive US$11.15 in cash, less any applicable withholding taxes.
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.
F35,100 common shares were held by the Spooner Children Trust, of which Mr. Spooner is one of three trustees, for the benefit of the children of Mr. Spooner. Mr. Spooner disclaimed beneficial ownership of the Common Shares held for the benefit of his children and this report shall not be deemed an admission that Mr. Spooner was a beneficial owner of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F4Represents 99,000 options to purchase common shares (the "Options"), of which 86,625 were fully exercisable as of the Closing Date and the remaining 12,375 Options would have vested in equal installments every three months thereafter until March 4, 2020. Pursuant to the Plan of Arrangement, the unvested 12,375 Options were accelerated and became fully vested and exercisable as of the Closing Date.
F5Represents 165,000 Options, of which 103,125 were fully exercisable as of the Closing Date and the remaining 61,875 Options would have vested in equal installments every three months thereafter until March 4, 2020. Pursuant to the Plan of Arrangement, the unvested 61,875 Options were accelerated and became fully vested and exercisable as of the Closing Date.
F6Pursuant 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.
F7Date exercisable for each performance share unit ("PSU") will vary for each vesting tranche based on achievement of share price performance milestones. The PSUs will expire three years from the date of grant.
F8Pursuant to the Plan of Arrangement, each PSU was cancelled in consideration for the right to receive US$11.15 in cash per common share subject to such PSU, as calculated in accordance with the Plan of Arrangement, less any applicable withholding taxes.
F9Represents 23,325 common shares underlying 23,325 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.