SEC Form 4 · accession 0001127602-18-010596

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

Feb 28, 2018

Accepted (ET)

Mar 7, 2018 · 5:26 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	Mar 5, 2018	M	23,325	—	A	218,516	D
Common Shares^F2	Mar 5, 2018	M	33,750	—	A	252,266	D
Common Shares^F3	Mar 6, 2018	S	26,762	$8.0086	D	225,504	D
Common Shares	holding	—	—		—	14,900	I	Held By Registered Retirement Savings Plan For Steven Edward Spooner
Common Shares^F4	holding	—	—		—	5,100	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	Owned after	D/I
Restricted Stock Units^F6,F5	—	Feb 28, 2018	A	85,575	A	—	—	Common Shares	85,575	85,575	D
Performance Share Units^F6,F5,F7,F8	—	Feb 28, 2018	A	85,575	A	—	Feb 28, 2021	Common Shares	85,575	85,575	D
Restricted Stock Units^F1	—	Mar 5, 2018	M	23,325	D	—	—	Common Shares	23,325	23,325	D
Restricted Stock Units^F2	—	Mar 5, 2018	M	33,750	D	—	Mar 4, 2023	Common Shares	33,750	67,500	D

Explanation of responses

F1Represents 69,975 Common Shares underlying 69,975 RSUs granted to Mr. Spooner on March 5, 2015. These RSUs will vest as follows: (i) 23,325 of the RSUs will vest on March 5, 2017; (ii) 23,325 of the RSUs will vest on March 5, 2018; and (iii) 23,325 of the RSUs will vest on March 5, 2019.
F2Represents 135,000 Common Shares underlying 135,000 Restricted Stock Units ("RSUs") granted to Mr. Spooner on March 4, 2016. These RSUs will vest as follows: (i) 33,750 of the RSUs will vest on March 4, 2017; (ii) 33,750 of the RSUs will vest on March 4, 2018; (iii) 33,750 of the RSUs will vest on March 4, 2019; and (iv) 33,750 of the RSUs will vest on March 4, 2020.
F3Represents the automatic withholding of Common Shares to satisfy tax withholding obligations in connection with the vesting of RSUs.
F45,100 common shares ("Common Shares") of Mitel Networks Corporation (the "Company") are 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 disclaims 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 is 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.
F5Represents 85,575 Common Shares underlying 85,575 RSUs granted on February 28, 2018. These RSUs vest in four equal installments annually starting February 28, 2019.
F6The late filing of this equity award is due to a clerical error.
F7Date exercisable for PSUs 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.
F8Date exercisable for PSUs 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.