SEC FORM 4

SEC Form 4

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^*

Bevington Graham

(Last)

(First)

(Middle)

350 LEGGET DRIVE

(Street)

OTTAWA

K2K 2W7

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MITEL NETWORKS CORP [ MITL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

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)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares⁽¹⁾⁽²⁾	11/30/2018		D		77,957	D	$11.15	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options (Common Shares)	$4.22	11/30/2018		D			30,000	06/26/2016	06/26/2019	Common Shares	30,000	⁽⁵⁾	0	D
Options (Common Shares)	$3.8	11/30/2018		D			30,000	07/01/2017	07/01/2020	Common Shares	30,000	⁽⁵⁾	0	D
Options (Common Shares)	$10.11	11/30/2018		D			25,000	04/03/2018	04/03/2021	Common Shares	25,000	⁽⁵⁾	0	D
Options (Common Shares)	$9.96	11/30/2018		D			15,000	08/14/2018	08/14/2021	Common Shares	15,000	⁽⁵⁾	0	D
Options (Common Shares)	$9.7	11/30/2018		D			74,300	⁽³⁾	03/05/2022	Common Shares	74,300	⁽⁵⁾	0	D
Options (Common Shares)	$7.17	11/30/2018		D			82,500	⁽⁴⁾	03/04/2023	Common Shares	82,500	⁽⁵⁾	0	D
Performance Stock Units	$0.00	11/30/2018		D			32,000	⁽⁶⁾	⁽⁶⁾	Common Shares	32,000	⁽⁷⁾	0	D
Performance Stock Units	$0.00	11/30/2018		D			21,394	⁽⁶⁾	⁽⁶⁾	Common Shares	21,394	⁽⁷⁾	0	D
Restricted Stock Units	$0.00	11/30/2018		D			17,525	⁽⁸⁾	⁽⁸⁾	Common Shares	17,525	⁽¹²⁾	0	D
Restricted Stock Units	$0.00	11/30/2018		D			33,750	⁽⁹⁾	⁽⁹⁾	Common Shares	33,750	⁽¹²⁾	0	D
Restricted Stock Units	$0.00	11/30/2018		D			24,000	⁽¹⁰⁾	⁽¹⁰⁾	Common Shares	24,000	⁽¹²⁾	0	D
Restricted Stock Units	$0.00	11/30/2018		D			21,394	⁽¹¹⁾	⁽¹¹⁾	Common Shares	21,394	⁽¹²⁾	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. Represents 74,300 options to purchase common shares (the "Options"), of which 65,012 were fully exercisable as of the Closing Date and the remaining 9,288 Options would have vested in equal installments every three months thereafter until March 5, 2019.

4. Represents 82,500 Options, of which 51,562 were fully exercisable as of the Closing Date and the remaining 30,938 Options would have vested in equal installments every three months thereafter until March 4, 2020.

5. Pursuant to the Plan of Arrangement, Options 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.

6. Date exercisable for each performance share unit ("PSU") will vary for each vesting tranche based on achievement of share price performance milestones. The PSUs will expire three years from the date of grant.

7. Pursuant to the Plan of Arrangement, each PSU was cancelled in consideration for the right to receive US$11.15 in cash per common share subject to such PSU, as calculated in accordance with the Plan of Arrangement, less any applicable withholding taxes.

8. Represents 17,525 common shares underlying 17,525 restricted stock units (each an "RSU") granted on March 5, 2015. None of these RSUs were fully exercisable as of the Closing Date (each a "Non-Exercisable RSU") and all of them would have vested on March 5, 2019.

9. Represents 33,750 common shares underlying 33,750 RSUs granted on March 4, 2016. As of the Closing Date, all of these RSUs were Non-Exercisable RSUs and would have vested in two equal installments on March 4, 2019 and on March 4, 2020.

10. Represents 24,000 common shares underlying 24,000 RSUs granted on March 1, 2017. As of the Closing Date, all of these RSUs were Non-Exercisable RSUs and would have vested in three equal installments on March 1, 2019, March 1, 2020 and on March 1, 2021.

11. Represents 21,394 common shares underlying 21,394 RSUs granted on February 28, 2018. As of the Closing Date, all of these RSUs were Non-Exercisable RSUs and would have vested in four equal installments annually starting February 28, 2019.

12. Pursuant to the Plan of Arrangement, each Non-Exercisable RSU 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:

Executive Vice President, Business Development

	/s/ Graham Bevington	12/04/2018
	** Signature of Reporting Person	Date
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