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