0001209191-15-038119.txt : 20150501 0001209191-15-038119.hdr.sgml : 20150501 20150501175838 ACCESSION NUMBER: 0001209191-15-038119 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: McCarthy Jeffrey P CENTRAL INDEX KEY: 0001472755 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36171 FILM NUMBER: 15825811 MAIL ADDRESS: STREET 1: A123 SYSTEMS INC ARSENAL ON THE CHARLES STREET 2: 321 ARSENAL STREET CITY: WATERTOWN STATE: MA ZIP: 02472 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-04-29 1 0001361470 MAVENIR SYSTEMS INC MVNR 0001472755 McCarthy Jeffrey P C/O NORTH BRIDGE VENTURE PARTNERS 950 WINTER STREET, SUITE 4600 WALTHAM MA 02451 1 0 0 0 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 options are being disposed of in connection with a merger following 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. 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/ Terry Hungle, for Jeffrey P. McCarthy 2015-05-01