0000899243-18-030114.txt : 20181204
0000899243-18-030114.hdr.sgml : 20181204
20181204204045
ACCESSION NUMBER: 0000899243-18-030114
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20181130
FILED AS OF DATE: 20181204
DATE AS OF CHANGE: 20181204
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Bevington Graham
CENTRAL INDEX KEY: 0001692681
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34699
FILM NUMBER: 181218475
MAIL ADDRESS:
STREET 1: 350 LEGGET DRIVE
CITY: OTTAWA
STATE: A6
ZIP: K2K2W7
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: MITEL NETWORKS CORP
CENTRAL INDEX KEY: 0001170534
STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663]
IRS NUMBER: 000000000
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 350 LEGGET DRIVE
CITY: KANATA ONTARIO CANADA K2K 2W7
STATE: A6
ZIP: 00000
BUSINESS PHONE: 6135922122
MAIL ADDRESS:
STREET 1: 350 LEGGET DRIVE
CITY: KANATA ONTARIO CANADA K2K
STATE: A6
ZIP: 00000
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2018-11-30
0
0001170534
MITEL NETWORKS CORP
MITL
0001692681
Bevington Graham
350 LEGGET DRIVE
OTTAWA
A6
K2K 2W7
ONTARIO, CANADA
0
1
0
0
See Remarks
Common Shares
2018-11-30
4
D
0
77957
11.15
D
0
D
Options (Common Shares)
4.22
2018-11-30
4
D
0
30000
D
2016-06-26
2019-06-26
Common Shares
30000
0
D
Options (Common Shares)
3.80
2018-11-30
4
D
0
30000
D
2017-07-01
2020-07-01
Common Shares
30000
0
D
Options (Common Shares)
10.11
2018-11-30
4
D
0
25000
D
2018-04-03
2021-04-03
Common Shares
25000
0
D
Options (Common Shares)
9.96
2018-11-30
4
D
0
15000
D
2018-08-14
2021-08-14
Common Shares
15000
0
D
Options (Common Shares)
9.70
2018-11-30
4
D
0
74300
D
2022-03-05
Common Shares
74300
0
D
Options (Common Shares)
7.17
2018-11-30
4
D
0
82500
D
2023-03-04
Common Shares
82500
0
D
Performance Stock Units
0.00
2018-11-30
4
D
0
32000
D
Common Shares
32000
0
D
Performance Stock Units
0.00
2018-11-30
4
D
0
21394
D
Common Shares
21394
0
D
Restricted Stock Units
0.00
2018-11-30
4
D
0
17525
D
Common Shares
17525
0
D
Restricted Stock Units
0.00
2018-11-30
4
D
0
33750
D
Common Shares
33750
0
D
Restricted Stock Units
0.00
2018-11-30
4
D
0
24000
D
Common Shares
24000
0
D
Restricted Stock Units
0.00
2018-11-30
4
D
0
21394
D
Common Shares
21394
0
D
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Executive Vice President, Business Development
/s/ Graham Bevington
2018-12-04