SEC Form 4 · accession 0001209191-15-038113
MAVENIR SYSTEMS INC · MVNR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Hubert de Pesquidoux
Director
Period of report
Apr 29, 2015
Accepted (ET)
May 1, 2015 · 5:55 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001361470
Table I — non-derivative securities
No Table I lines on this filing.
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)F3,F2 | $2.10 | Apr 29, 2015 | D | 33,535 | D | — | Jan 25, 2022 | Common Stock | 33,535 | 0 | D |
| Stock Option (Right to Buy)F3,F4 | $15.55 | Apr 29, 2015 | D | 17,500 | D | — | Jun 18, 2024 | Common Stock | 17,500 | 0 | D |
| Stock Option (Right to Buy)F3,F5 | $7.77 | Apr 29, 2015 | D | 8,488 | D | — | Jan 23, 2023 | Common Stock | 8,488 | 0 | D |
Explanation of responses
- F1These options are being disposed of in connection with a merger following 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.
- F2Pursuant to the their terms, the vesting of these options accelerated in full upon the completion of the Offer. One-fourth of the shares of common stock subject to the option vested on first anniversary of the January 25, 2012 date of grant and an additional one forty-eighth (1/48th) of the total number of shares of common stock subject to the option were scheduled to vest on the corresponding day of each month thereafter.
- F3Pursuant 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.
- F4Pursuant to their terms, the vesting of these options accelerated in full upon the completion of the Offer. 100% would have vested on the earlier of the first anniversary of the June 18, 2014 date of grant or the day before the date of the first annual stockholder meeting after the date of grant.
- F5Pursuant to their terms, the vesting of these options accelerated in full upon the completion of the Offer. One-fourth of the shares of common stock subject to the option vested on first anniversary of the January 23, 2013 date of grant and an additional one forty-eighth (1/48th) of the total number of shares of common stock subject to the option were scheduled to vest on the corresponding day of each month thereafter.