SEC Form 4 · accession 0001209191-15-038108
MAVENIR SYSTEMS INC · MVNR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ammar Hanafi
Director · 10% Owner
Period of report
Apr 29, 2015
Accepted (ET)
May 1, 2015 · 5:54 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001361470
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Apr 29, 2015 | U | 3,050,605 | $17.55 | D | 0 | I | By Alloy Ventures 2005, L.P. |
| Common StockF1 | Apr 29, 2015 | U | 10,000 | $17.55 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F4,F3 | $10.00 | Apr 29, 2015 | D | 35,000 | D | — | Nov 6, 2023 | Common Stock | 35,000 | 0 | D |
| Stock Option (Right to Buy)F4,F5 | $15.55 | Apr 29, 2015 | D | 17,500 | D | — | Jun 18, 2024 | Common Stock | 17,500 | 0 | D |
Explanation of responses
- F1These shares are being disposed of upon the completion of an exchange offer by Mitel Networks Corporation ("Mitel") and Roadster Subsidiary Corporation ("Purchaser") to purchase all of the issued and outstanding shares of common stock of the Issuer (the "Offer"), pursuant to an Agreement and Plan of Merger dated February 28, 2015 and amended through the date of this form (the "Merger Agreement"). The tender price per share of the shares of common stock is (i) $17.55 in cash (the "Cash Consideration"); or (ii) 1.8320 shares of common stock of Mitel (the "Exchange Ratio"), at the election of the holder and subject to proration. Following the completion of the Offer, Purchaser merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly-owned subsidiary of Mitel.
- F2All shares are held of record by Alloy Ventures 2005, L.P. ("Alloy Ventures 2005") The Reporting Person is a managing member of Alloy Ventures 2005, LLC, the general partner of Alloy Ventures 2005, and may be deemed to share voting and dispositive power over the shares held by Alloy Ventures 2005. The Reporting Person disclaims beneficial ownership of these shares of the Issuer's common stock except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
- F3Pursuant to their terms, the vesting of these options accelerated in full upon the completion of the Offer. This option was granted effective on the date of the pricing of the Issuer's initial public offering (November 6, 2013) and is exerciseable at the initial public offering price. One-third of the shares subject to the option vest and become exercisable on the first anniversary of the grant, and an additional one thirty-sixth of the shares vest and become exerciseable monthly thereafter.
- F4Pursuant to the terms of the Merger Agreement, as a result of the Merger, each option that is vested and in-the-money has been cancelled and converted into the right to receive the excess of the Cash Consideration over the per-share exercise price, subject to applicable tax withholding.
- F5Pursuant to their terms, the vesting of these options accelerated in full upon the completion of the Offer. 100% vests on the earlier of the first anniversary of the date of grant (June 18, 2014) or the day before the date of the first annual stockholder meeting after the date of grant. 12 months to exercise following termination of service. Full acceleration of all unvested shares upon the consummation of a change of control.