SEC Form 4 · accession 0001209191-15-038117
MAVENIR SYSTEMS INC · MVNR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Lunday
Officer — See Remarks
Period of report
Apr 29, 2015
Accepted (ET)
May 1, 2015 · 5:56 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 | Apr 29, 2015 | U | 5,000 | $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)F2 | $2.10 | Apr 29, 2015 | D | 14,642 | D | — | Dec 13, 2021 | Common Stock | 14,642 | 0 | D |
| Stock Option (Right to Buy)F3 | $2.10 | Apr 29, 2015 | D | 1,786 | D | — | Dec 13, 2021 | Common Stock | 1,786 | 0 | D |
| Stock Option (Right to Buy)F2 | $10.00 | Apr 29, 2015 | D | 1,770 | D | — | Nov 6, 2023 | Common Stock | 1,770 | 0 | D |
| Stock Option (Right to Buy)F4 | $10.00 | Apr 29, 2015 | D | 3,230 | D | — | Nov 6, 2023 | Common Stock | 3,230 | 0 | D |
| Stock Option (Right to Buy)F2 | $13.11 | Apr 29, 2015 | D | 1,718 | D | — | May 22, 2024 | Common Stock | 1,718 | 0 | D |
| Stock Option (Right to Buy)F5 | $13.11 | Apr 29, 2015 | D | 5,782 | D | — | May 22, 2024 | Common Stock | 5,782 | 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.
- F2Represents vested and in-the-money options which, pursuant to the terms of the Merger Agreement as a result of the Merger, have been cancelled and converted into the right to receive, on a per-share basis, the excess of the Cash Consideration over the per-share exercise price, subject to applicable tax withholding.
- F3Pursuant to the terms of the Merger Agreement regarding unvested or out-the-money options, this option has been cancelled and converted into an option to purchase 3,271 shares of Mitel common stock for $1.15 per share on substantially equivalent terms using the Exchange Ratio. These options will continue to vest according to their original vesting schedule, with the remaining unvested amount vesting in equal monthly installments until the fourth anniversary of the date of grant, which was ten years prior to the expiration date set forth in Table II.
- F4Pursuant to the terms of the Merger Agreement regarding unvested or out-the-money options, this option has been cancelled and converted into an option to purchase 5,917 shares of Mitel common stock for $5.46 per share on substantially equivalent terms using the Exchange Ratio. These options will continue to vest according to their original vesting schedule, with the remaining unvested amount vesting in equal monthly installments until the fourth anniversary of the date of grant, which was ten years prior to the expiration date set forth in Table II.
- F5Pursuant to the terms of the Merger Agreement regarding unvested or out-the-money options, this option has been cancelled and converted into an option to purchase 10,592 shares of Mitel common stock for $7.16 per share on substantially equivalent terms using the Exchange Ratio. These options will continue to vest according to their original vesting schedule, with the remaining unvested amount vesting in equal monthly installments until the fourth anniversary of the date of grant, which was ten years prior to the expiration date set forth in Table II.
Remarks
Vice President, Corporate Controller and Chief Accounting Officer