SEC Form 4 · accession 0000899243-18-030145
MITEL NETWORKS CORP · MITL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Dale Agnes
Officer — See Remarks
Period of report
Nov 30, 2018
Accepted (ET)
Dec 4, 2018 · 8:58 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 | 34,763 | $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)F5,F3 | $9.96 | Nov 30, 2018 | D | 50,000 | D | — | Aug 14, 2021 | Common Shares | 50,000 | 0 | D |
| Options (Common Shares)F5,F4 | $9.70 | Nov 30, 2018 | D | 32,000 | D | — | Mar 5, 2022 | Common Shares | 32,000 | 0 | D |
| Performance Stock UnitsF7,F6 | $0.00 | Nov 30, 2018 | D | 35,000 | D | — | — | Common Shares | 35,000 | 0 | D |
| Performance Stock UnitsF7,F6 | $0.00 | Nov 30, 2018 | D | 61,125 | D | — | — | Common Shares | 61,125 | 0 | D |
| Restricted Stock UnitsF12,F8 | $0.00 | Nov 30, 2018 | D | 26,250 | D | — | — | Common Shares | 26,250 | 0 | D |
| Restricted Stock UnitsF12,F9 | $0.00 | Nov 30, 2018 | D | 61,125 | D | — | — | Common Shares | 61,125 | 0 | D |
| Restricted Stock UnitsF12,F10 | $0.00 | Nov 30, 2018 | D | 15,000 | D | — | — | Common Shares | 15,000 | 0 | D |
| Restricted Stock UnitsF12,F11 | $0.00 | Nov 30, 2018 | D | 7,550 | D | — | — | Common Shares | 7,550 | 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.
- F10Represents 15,000 common shares underlying 15,000 RSU granted on March 4, 2016. As of the Closing Date, these RSUs were Non-Exercisable RSUs and would have vested annually in two equal installments starting March 4, 2019.
- F11Represents 7,550 common shares underlying 7,550 RSUs granted on March 5, 2015. As of the Closing Date, these RSUs were Non-Exercisable RSUs and would have vested on March 5, 2019.
- F12Pursuant 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.
- 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 50,000 options to purchase common shares (the "Options"). These Options were fully exercisable as of August 14, 2018.
- F4Represents 32,000 Options, of which 28,000 were fully exercisable as of the Closing Date and the remaining 4,000 Options would have vested in equal installments on December 5, 2018 and March 5, 2019.
- F5Pursuant 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.
- F6Date 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.
- F7Pursuant 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.
- F8Represents 26,250 common shares underlying 26,250 restricted stock units (each an "RSU") granted on March 1, 2017. As of the Closing Date, none of these RSUs were fully exercisable (each a "Non-Exercisable RSU") and these RSUs would have vested annually in three equal installments starting March 1, 2019.
- F9Represents 61,125 common shares underlying 61,125 RSUs granted on February 28, 2018. As of the Closing Date, these RSUs were Non-Exercisable RSUs and would have vested in four equal installments annually starting February 28, 2019.
Remarks
Mr. Agnes' title is Executive Vice President Solutions and Products.