SEC Form 4 · accession 0000899243-18-030148
MITEL NETWORKS CORP · MITL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Todd Abbott
Officer — EVP Sales and Services
Period of report
Nov 30, 2018
Accepted (ET)
Dec 4, 2018 · 9:01 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 | 7,552 | $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)F4,F3 | $6.47 | Nov 30, 2018 | D | 60,000 | D | — | May 10, 2024 | Common Shares | 60,000 | 0 | D |
| Performance Stock UnitsF6,F5 | — | Nov 30, 2018 | D | 61,125 | D | — | Feb 28, 2021 | Common Shares | 61,125 | 0 | D |
| Restricted Stock UnitsF9,F7 | — | Nov 30, 2018 | D | 30,000 | D | — | — | Common Shares | 30,000 | 0 | D |
| Restricted Stock UnitsF9,F8 | — | Nov 30, 2018 | D | 61,125 | D | — | — | Common Shares | 61,125 | 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 60,000 options to purchase common shares (the "Options"). 22,500 of these Options were fully exercisable as of the Closing Date and the remaining 37,500 would have vested in equal installments quarterly.
- F4Pursuant 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.
- F5Date 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.
- F6Pursuant 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.
- F7Represents 30,000 common shares underlying 30,000 restricted stock units (each an "RSU") granted on April 7, 2017. None of these RSUs were fully exercisable as of the Closing Date (each a "Non-Exercisable RSU") and would have vested annually in three equal installments starting April 7, 2019.
- F8Represents 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.
- F9Pursuant 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.