0001209191-15-038103.txt : 20150501
0001209191-15-038103.hdr.sgml : 20150501
20150501175215
ACCESSION NUMBER: 0001209191-15-038103
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: Mehra Vivek
CENTRAL INDEX KEY: 0001547254
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36171
FILM NUMBER: 15825760
MAIL ADDRESS:
STREET 1: 2480 SAND HILL ROAD, SUITE 101
CITY: MENLO PARK
STATE: CA
ZIP: 94025
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2015-04-29
1
0001361470
MAVENIR SYSTEMS INC
MVNR
0001547254
Mehra Vivek
C/O AUGUST CAPITAL
2480 SAND HILL ROAD, SUITE 101
MENLO PARK
CA
94025
1
0
1
0
Common Stock
2015-04-29
4
U
0
2903831
17.55
D
0
I
See footnotes
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 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.
Such shares of common stock are held by August Capital V Special Opportunities, L.P. ("August V Special Opportunities"), as nominee for August Capital V Special Opportunities, August Capital Strategic Partners V, L.P. ("August Strategic V") and related individuals. August Capital Management V, L.L.C. ("ACM V"), the general partner of August V Special Opportunities and August Strategic V, may be deemed to have sole voting and investment power over the reported shares of the Issuer's common stock.
Vivek Mehra is a member of ACM V, and therefore may be deemed to share voting and investment power over the reported shares of the Issuer's common stock. Mr. Mehra disclaims beneficial ownership of the reported 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 Mr. Mehra 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 became 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 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/ Jeffrey Bloom, by power of attorney for Vivek Mehra
2015-04-30