0000899243-18-030145.txt : 20181204 0000899243-18-030145.hdr.sgml : 20181204 20181204205858 ACCESSION NUMBER: 0000899243-18-030145 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: Agnes Robert Dale CENTRAL INDEX KEY: 0001693066 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34699 FILM NUMBER: 181218510 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 0001693066 Agnes Robert Dale 350 LEGGET DRIVE OTTAWA A6 K2K 2W7 ONTARIO, CANADA 0 1 0 0 See Remarks Common Shares 2018-11-30 4 D 0 34763 11.15 D 0 D Options (Common Shares) 9.96 2018-11-30 4 D 0 50000 D 2021-08-14 Common Shares 50000 0 D Options (Common Shares) 9.70 2018-11-30 4 D 0 32000 D 2022-03-05 Common Shares 32000 0 D Performance Stock Units 0.00 2018-11-30 4 D 0 35000 D Common Shares 35000 0 D Performance Stock Units 0.00 2018-11-30 4 D 0 61125 D Common Shares 61125 0 D Restricted Stock Units 0.00 2018-11-30 4 D 0 26250 D Common Shares 26250 0 D Restricted Stock Units 0.00 2018-11-30 4 D 0 61125 D Common Shares 61125 0 D Restricted Stock Units 0.00 2018-11-30 4 D 0 15000 D Common Shares 15000 0 D Restricted Stock Units 0.00 2018-11-30 4 D 0 7550 D Common Shares 7550 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 50,000 options to purchase common shares (the "Options"). These Options were fully exercisable as of August 14, 2018. Represents 32,000 Options, of which 28,000 were fully exercisable as of the Closing Date and the remaining 4,000 Options would have vested in equal installments on December 5, 2018 and March 5, 2019. 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 26,250 common shares underlying 26,250 restricted stock units (each an "RSU") granted on March 1, 2017. As of the Closing Date, none of these RSUs were fully exercisable (each a "Non-Exercisable RSU") and these RSUs would have vested annually in three equal installments starting March 1, 2019. Represents 61,125 common shares underlying 61,125 RSUs granted on February 28, 2018. As of the Closing Date, these RSUs were Non-Exercisable RSUs and would have vested in four equal installments annually starting February 28, 2019. Represents 15,000 common shares underlying 15,000 RSU granted on March 4, 2016. As of the Closing Date, these RSUs were Non-Exercisable RSUs and would have vested annually in two equal installments starting March 4, 2019. Represents 7,550 common shares underlying 7,550 RSUs granted on March 5, 2015. As of the Closing Date, these RSUs were Non-Exercisable RSUs and would have vested on March 5, 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. Mr. Agnes' title is Executive Vice President Solutions and Products. /s/ Robert Dale Agnes 2018-12-04