SEC Form 4 · accession 0001127602-18-009012
MITEL NETWORKS CORP · MITL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Terence H Matthews
Officer — Chairman of the Board · Director
Period of report
Feb 26, 2018
Accepted (ET)
Feb 28, 2018 · 1:57 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 | Feb 26, 2018 | M | 14,500 | $0.00 | A | 59,084 | D | |
| Common SharesF1 | Feb 27, 2018 | S | 6,870 | $8.3952 | D | 52,214 | D | |
| Common SharesF2,F3 | holding | — | — | — | 2,766,690 | I | Wesley Clover International Corporation |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4 | — | Feb 26, 2018 | M | 14,500 | D | — | — | Common Shares | 14,500 | 0 | D |
Explanation of responses
- F1Represents the automatic withholding of Common Shares to satisfy tax withholding obligations in connection with the vesting of RSUs
- F2Dr. Matthews owns 100% of the outstanding voting shares of 4293711 Canada Inc. ("4293711 Canada") which in turn owns 99.9% of the outstanding voting shares of Wesley Clover International Corporation ("WCIC") (the remaining 0.01% of the outstanding voting shares of WCIC are owned by the Matthews Family Trust, of which Dr. Matthews is one of three trustees).
- F3Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of Dr. Matthews and 4293711 Canada may be deemed the beneficial owner of all of the common shares (the "Common Shares") of Mitel Networks Corporation (the "Company") beneficially owned by WCIC. The filing of this Form 4 shall not be construed as an admission that the Reporting Persons share beneficial ownership of these shares, and the Reporting Persons expressly disclaim such beneficial ownership except to the extent of any pecuniary interest therein.
- F4Represents 14,500 Common Shares underlying 14,500 Restricted Stock Units ("RSUs") granted to Mr. Matthews on May 10, 2017. These RSUs will vest on December 31, 2017.