SEC Form 4 · accession 0001209191-18-023605
Mimecast Ltd · MIME
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter Bauer
Officer — Chief Executive Officer · Director
Period of report
Apr 2, 2018
Accepted (ET)
Apr 4, 2018 · 4:12 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001644675
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Restricted Share UnitsF1,F2 | Apr 2, 2018 | A | 9,000 | $0.00 | A | 9,000 | D | |
| Ordinary Shares | holding | — | — | — | 45,000 | D | ||
| Ordinary SharesF3 | holding | — | — | — | 2,026,876 | I | By Declaration of Trust of Peter Bauer | |
| Ordinary SharesF4 | holding | — | — | — | 2,317,500 | I | By Rock Trustees Limited |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Option (Right to Buy)F5 | $34.82 | Apr 2, 2018 | A | 49,000 | A | — | Apr 2, 2028 | Ordinary Shares | 49,000 | 49,000 | D |
Explanation of responses
- F1Each restricted share unit represents the contingent right to receive one share of the Issuer's ordinary shares.
- F2These restricted share units were granted on April 2, 2018. Twenty-five percent (25%) of the units vest on April 2, 2019 and the remainder of the units vest on an annual basis over the next three (3) years, provided that the Reporting Person remains an employee of the Issuer on such vesting date.
- F3These shares are held by the Declaration of Trust of Peter Bauer. The Reporting Person is a beneficiary, and the sole trustee of, the Declaration of Trust of Peter Bauer.
- F4These shares are held by Rock Trustees Limited as trustees of the Butterworth Trust (the "Butterworth Trust"), of which the Reporting Person is a beneficiary. As trustee of the Butterworth Trust, Rock Trustees Limited exercises dispositive power over the shares held therein. The Reporting Person disclaims Section 16 beneficial ownership of the shares held by the Butterworth Trust, except to the extent, if any, of his pecuniary interest therein.
- F5This option was granted on April 2, 2018. Twenty-five percent (25%) of the shares vest on April 2, 2019 and the remainder of the shares vest on a quarterly basis over the next three (3) years, provided that the Reporting Person remains an employee of the Issuer on such vesting date.
Remarks
Exhibit 24 Power of Attorney (incorporated by reference to Power of Attorney filed as Exhibit 24 to Form 3 filed by the Reporting Person on April 2, 2018)