0001209191-15-038108.txt : 20150501
0001209191-15-038108.hdr.sgml : 20150501
20150501175411
ACCESSION NUMBER: 0001209191-15-038108
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150429
FILED AS OF DATE: 20150501
DATE AS OF CHANGE: 20150501
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: MAVENIR SYSTEMS INC
CENTRAL INDEX KEY: 0001361470
STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1700 INTERNATIONAL PARKWAY, SUITE 200
CITY: RICHARSON
STATE: TX
ZIP: 75081
BUSINESS PHONE: 469-916-4393
MAIL ADDRESS:
STREET 1: 1700 INTERNATIONAL PARKWAY, SUITE 200
CITY: RICHARSON
STATE: TX
ZIP: 75081
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hanafi Ammar
CENTRAL INDEX KEY: 0001316968
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36171
FILM NUMBER: 15825777
MAIL ADDRESS:
STREET 1: 400 HAMILTON AVENUE
STREET 2: 4TH FLOOR
CITY: PALO ALTO
STATE: CA
ZIP: 94301
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2015-04-29
1
0001361470
MAVENIR SYSTEMS INC
MVNR
0001316968
Hanafi Ammar
400 HAMILTON AVENUE, 4TH FLOOR
PALO ALTO
CA
94301
1
0
1
0
Common Stock
2015-04-29
4
U
0
3050605
17.55
D
0
I
By Alloy Ventures 2005, L.P.
Common Stock
2015-04-29
4
U
0
10000
17.55
D
0
D
Stock Option (Right to Buy)
10.00
2015-04-29
4
D
0
35000
7.55
D
2023-11-06
Common Stock
35000
0
D
Stock Option (Right to Buy)
15.55
2015-04-29
4
D
0
17500
2.00
D
2024-06-18
Common Stock
17500
0
D
These shares are being disposed of upon the completion of an exchange offer by Mitel Networks Corporation ("Mitel") and Roadster Subsidiary Corporation ("Purchaser") to purchase all of the issued and outstanding shares of common stock of the Issuer (the "Offer"), pursuant to an Agreement and Plan of Merger dated February 28, 2015 and amended through the date of this form (the "Merger Agreement"). The tender price per share of the shares of common stock is (i) $17.55 in cash (the "Cash Consideration"); or (ii) 1.8320 shares of common stock of Mitel (the "Exchange Ratio"), at the election of the holder and subject to proration. Following the completion of the Offer, Purchaser merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly-owned subsidiary of Mitel.
All shares are held of record by Alloy Ventures 2005, L.P. ("Alloy Ventures 2005") The Reporting Person is a managing member of Alloy Ventures 2005, LLC, the general partner of Alloy Ventures 2005, and may be deemed to share voting and dispositive power over the shares held by Alloy Ventures 2005. The Reporting Person disclaims beneficial ownership of these shares of the Issuer's common stock except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
Pursuant to their terms, the vesting of these options accelerated in full upon the completion of the Offer. This option was granted effective on the date of the pricing of the Issuer's initial public offering (November 6, 2013) and is exerciseable at the initial public offering price. One-third of the shares subject to the option vest and become exercisable on the first anniversary of the grant, and an additional one thirty-sixth of the shares vest and become exerciseable monthly thereafter.
Pursuant to the terms of the Merger Agreement, as a result of the Merger, each option that is vested and in-the-money has been cancelled and converted into the right to receive the excess of the Cash Consideration over the per-share exercise price, subject to applicable tax withholding.
Pursuant to their terms, the vesting of these options accelerated in full upon the completion of the Offer. 100% vests on the earlier of the first anniversary of the date of grant (June 18, 2014) or the day before the date of the first annual stockholder meeting after the date of grant. 12 months to exercise following termination of service. Full acceleration of all unvested shares upon the consummation of a change of control.
/s/ Ammar Hanafi
2015-04-29