SEC Form 4 · accession 0000899243-18-030146

MITEL NETWORKS CORP · MITL

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

Table I — non-derivative securities

Table II — derivative securities

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 162,750 common shares underlying 162,750 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.
• F11Represents 244,499 common shares underlying 244,499 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.
• F12Pursuant 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.
• F3Represents 250,000 options to purchase common shares (the "Options"), of which 218,750 were fully exercisable as of the Closing Date and the remaining 31,250 Options would have vested in equal installments every three months thereafter until March 5, 2019. Pursuant to the Plan of Arrangement, the unvested 31,250 Options were accelerated and became fully vested and exercisable as of the Closing Date.
• F4Represents 280,500 Options, of which 175,312 were fully exercisable as of the Closing Date and the remaining 105,188 Options would have vested in equal installments every three months thereafter until March 4, 2020. Pursuant to the Plan of Arrangement, the unvested 105,188 Options were accelerated and became fully vested and exercisable as of the Closing Date.
• 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 58,314 common shares underlying 58,314 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.
• F9Represents 114,750 common shares underlying 114,750 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.

Remarks

President and Chief Executive Officer