FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MITEL NETWORKS CORP [ MITL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/30/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Shares(1)(2) | 11/30/2018 | D | 58,754 | D | $11.15 | 0 | D | |||
Common Shares(1)(2) | 11/30/2018 | D | 1,766,690 | D | $11.15 | 0 | I | Wesley Clover International Corporation(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Options (Common Shares) | $3.06 | 11/30/2018 | D | 18,038 | 12/06/2012 | 12/06/2019 | Common Shares | 18,038 | (4) | 0 | D | ||||
Options (Common Shares) | $3.94 | 11/30/2018 | D | 18,313 | 03/07/2013 | 03/07/2020 | Common Shares | 18,313 | (4) | 0 | D | ||||
Options (Common Shares) | $3.8 | 11/30/2018 | D | 18,313 | 07/01/2013 | 07/01/2020 | Common Shares | 18,313 | (4) | 0 | D | ||||
Options (Common Shares) | $4.64 | 11/30/2018 | D | 16,190 | 09/05/2013 | 09/05/2020 | Common Shares | 16,190 | (4) | 0 | D | ||||
Options (Common Shares) | $9.58 | 11/30/2018 | D | 10,146 | 12/12/2013 | 12/12/2020 | Common Shares | 10,146 | (4) | 0 | D | ||||
Options (Common Shares) | $8.79 | 11/30/2018 | D | 9,329 | 02/05/2014 | 02/05/2021 | Common Shares | 9,329 | (4) | 0 | D | ||||
Options (Common Shares) | $10.83 | 11/30/2018 | D | 9,281 | 05/20/2014 | 05/20/2021 | Common Shares | 9,281 | (4) | 0 | D | ||||
Options (Common Shares) | $9.96 | 11/30/2018 | D | 9,281 | 08/14/2014 | 08/14/2021 | Common Shares | 9,281 | (4) | 0 | D | ||||
Options (Common Shares) | $9.96 | 11/30/2018 | D | 9,816 | 11/13/2014 | 11/13/2021 | Common Shares | 9,816 | (4) | 0 | D | ||||
Options (Common Shares) | $9.7 | 11/30/2018 | D | 3,585 | 03/05/2015 | 03/05/2022 | Common Shares | 3,585 | (4) | 0 | D | ||||
Options (Common Shares) | $8.94 | 11/30/2018 | D | 10,000 | 12/31/2015 | 05/14/2022 | Common Shares | 10,000 | (4) | 0 | D | ||||
Options (Common Shares) | $8.94 | 11/30/2018 | D | 4,220 | 05/14/2015 | 05/14/2022 | Common Shares | 4,220 | (4) | 0 | D | ||||
Options (Common Shares) | $8.3 | 11/30/2018 | D | 4,542 | 08/12/2015 | 08/12/2022 | Common Shares | 4,542 | (4) | 0 | D | ||||
Options (Common Shares) | $8.75 | 11/30/2018 | D | 4,307 | 11/11/2015 | 11/11/2022 | Common Shares | 4,307 | (4) | 0 | D | ||||
Options (Common Shares) | $7.17 | 11/30/2018 | D | 10,000 | 03/04/2017 | 03/04/2023 | Common Shares | 10,000 | (4) | 0 | D | ||||
Options (Common Shares) | $7.17 | 11/30/2018 | D | 5,278 | 03/04/2016 | 03/04/2023 | Common Shares | 5,278 | (4) | 0 | D | ||||
Options (Common Shares) | $6.74 | 11/30/2018 | D | 5,674 | 05/26/2016 | 05/26/2023 | Common Shares | 5,674 | (4) | 0 | D | ||||
Options (Common Shares) | $8.12 | 11/30/2018 | D | 4,723 | 08/10/2016 | 08/10/2023 | Common Shares | 4,723 | (4) | 0 | D | ||||
Options (Common Shares) | $6.62 | 11/30/2018 | D | 5,713 | 11/09/2016 | 11/09/2023 | Common Shares | 5,713 | (4) | 0 | D | ||||
Options (Common Shares) | $6.62 | 11/30/2018 | D | 5,674 | 03/01/2017 | 03/01/2024 | Common Shares | 5,674 | (4) | 0 | D | ||||
Restricted Stock Units | (5) | 11/30/2018 | D | 14,500 | 12/31/2018 | (5) | Common Shares | 14,500 | (5) | 0 | D |
Explanation of Responses: |
1. On November 30, 2018 (the "Closing Date"), MLN AcquisitionCo ULC (the "Purchaser") acquired all of the outstanding common shares of Mitel Networks Corporation (the "Issuer") under a plan of arrangement under the Canada Business Corporations Act (the "Plan of Arrangement"), and Issuer became a wholly owned subsidiary of the Purchaser, an entity currently owned and controlled by funds affiliated with Searchlight Capital Partners, L.P., a private equity investment group. |
2. Pursuant to the Plan of Arrangement, each common share was transferred to the Purchaser in exchange for the right to receive US$11.15 in cash, without interest and less any applicable withholding taxes. |
3. Dr. Matthews owns 100% of the outstanding voting shares of 4293711 Canada Inc. ("4293711 Canada") which in turn owns 99.9% of the outstanding voting shares of Wesley Clover International Corporation ("WCIC") (the remaining 0.01% of the outstanding voting shares of WCIC are owned by the Matthews Family Trust, of which Dr. Matthews is one of three trustees). Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of Dr. Matthews and 4293711 Canada may be deemed the beneficial owner of all of the common shares of the Issuer beneficially owned by WCIC. The filing of this Form 4 shall not be construed as an admission that the Reporting Person shares beneficial ownership of these shares, and the Reporting Person expressly disclaims such beneficial ownership except to the extent of any pecuniary interest therein. |
4. Pursuant to the Plan of Arrangement, options to purchase common shares were cancelled in exchange for the right to receive an amount equal to the excess, if any, of US$11.15 over the exercise price of such option, less any applicable withholding taxes. |
5. Represents 14,500 common shares underlying 14,500 restricted stock units granted on May 9, 2018 and would have vested on December 31, 2018 (each a "Non-Exercisable RSU"). Pursuant to the Plan of Arrangement, each restricted share unit was cancelled in exchange for the right to receive US$11.15 in cash, less any applicable withholding taxes, following the date such Non-Exercisable RSUs would have vested in accordance with their terms, subject to the Reporting Person's continued employment through such date. |
Remarks: |
/s/ Terence H Matthews | 12/04/2018 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |