SEC Form 4 · accession 0001140361-17-035937
MITEL NETWORKS CORP · MITL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
ELLIOTT ASSOCIATES, L.P.
10% Owner
Period of report
Sep 15, 2017
Accepted (ET)
Sep 19, 2017 · 6:50 pm EDT
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, no par valueF1,F2,F3 | Sep 15, 2017 | S | 150,000 | $8.2523 | D | 4,088,474 | I | See footnotes |
| Common shares, no par valueF1,F2,F3 | Sep 15, 2017 | S | 800 | $8.30 | D | 4,087,674 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Notional Principal Amount Derivative AgreementsF1,F3,F4 | — | holding | — | — | — | — | — | Common shares, no par value | — | 1,254,712 | I |
Explanation of responses
- F1This Form 4 is filed by Elliott Associates, L.P. (the "Reporting Person"). The Reporting Person may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding common stock. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
- F2Includes Common Stock received in a distribution exempt under Rule 16a-9.
- F3Securities owned by The Liverpool Limited Partnership, a Bermuda limited partnership and a wholly-owned subsidiary of the Reporting Person ("Liverpool").
- F4Notional principal amount derivative agreements (the "Derivative Agreements") in the form of cash settled swaps expiring January 2, 2018, entered into by the Reporting Person through Liverpool, at initial execution prices ranging from $6.1362 to $7.2235. The Derivative Agreements provide Liverpool with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the shares that are referenced in the Derivative Agreements (such shares, the "Subject Shares"). The Reporting Person disclaims beneficial ownership in the Subject Shares. The counterparties to the Derivative Agreements are unaffiliated third party financial institutions.