0001209191-15-038125.txt : 20150501 0001209191-15-038125.hdr.sgml : 20150501 20150501180206 ACCESSION NUMBER: 0001209191-15-038125 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: Jalalizadeh Bahram CENTRAL INDEX KEY: 0001589795 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36171 FILM NUMBER: 15825827 MAIL ADDRESS: STREET 1: 1700 INTERNATIONAL PARKWAY STREET 2: SUITE 200 CITY: RICHARDSON STATE: TX ZIP: 75081 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-04-29 1 0001361470 MAVENIR SYSTEMS INC MVNR 0001589795 Jalalizadeh Bahram 1700 INTERNATIONAL PARKWAY, SUITE 200 RICHARDSON TX 75081 0 1 0 0 See Remarks Stock Option (Right to Buy) 2.10 2015-04-29 4 D 0 35889 15.45 D 2021-12-13 Common Stock 35889 0 D Stock Option (Right to Buy) 2.10 2015-04-29 4 D 0 7178 D 2021-12-13 Common Stock 7178 0 D Stock Option (Right to Buy) 7.77 2015-04-29 4 D 0 20087 9.78 D 2023-01-23 Common Stock 20087 0 D Stock Option (Right to Buy) 7.77 2015-04-29 4 D 0 15626 D 2023-01-23 Common Stock 15626 0 D Stock Option (Right to Buy) 10.00 2015-04-29 4 D 0 8853 7.55 D 2023-11-06 Common Stock 8853 0 D Stock Option (Right to Buy) 10.00 2015-04-29 4 D 0 16147 D 2023-11-06 Common Stock 16147 0 D Stock Option (Right to Buy) 0.42 2015-04-29 4 D 0 48360 17.13 D 2016-11-01 Common Stock 48360 0 D Stock Option (Right to Buy) 18.09 2015-04-29 4 D 0 65000 D 2024-03-19 Common Stock 65000 0 D Stock Option (Right to Buy) 0.63 2015-04-29 4 D 0 50000 16.92 D 2020-04-21 Common Stock 50000 0 D Stock Option (Right to Buy) 0.56 2015-04-29 4 D 0 18571 16.99 D 2018-10-15 Common Stock 18571 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. Represents vested and in-the-money options which, pursuant to the terms of the Merger Agreement as a result of the Merger, have been cancelled and converted into the right to receive, on a per-share basis, the excess of the Cash Consideration over the per-share exercise price, subject to applicable tax withholding. Pursuant to the terms of the Merger Agreement regarding unvested or out-the-money options, this option has been cancelled and converted into an option to purchase 13,150 shares of Mitel common stock for $1.15 per share on substantially equivalent terms using the Exchange Ratio. These options will continue to vest according to their original vesting schedule, with the remaining unvested amount vesting in equal monthly installments until the fourth anniversary of the date of grant, which was ten years prior to the expiration date set forth in Table II. Pursuant to the terms of the Merger Agreement regarding unvested or out-the-money options, this option has been cancelled and converted into an option to purchase 28,626 shares of Mitel common stock for $4.25 per share on substantially equivalent terms using the Exchange Ratio. These options will continue to vest according to their original vesting schedule, with the remaining unvested amount vesting in equal monthly installments until the fourth anniversary of the date of grant, which was ten years prior to the expiration date set forth in Table II. Pursuant to the terms of the Merger Agreement regarding unvested or out-the-money options, this option has been cancelled and converted into an option to purchase 29,581 shares of Mitel common stock for $5.46 per share on substantially equivalent terms using the Exchange Ratio. These options will continue to vest according to their original vesting schedule, with the remaining unvested amount vesting in equal monthly installments until the fourth anniversary of the date of grant, which was ten years prior to the expiration date set forth in Table II. Pursuant to the terms of the Merger Agreement regarding unvested or out-the-money options, this option has been cancelled and converted into an option to purchase 119,080 shares of Mitel common stock for $9.88 per share on substantially equivalent terms using the Exchange Ratio. These options will continue to vest according to their original vesting schedule, with the remaining unvested amount vesting in equal monthly installments until the fourth anniversary of the date of grant, which was ten years prior to the expiration date set forth in Table II. Executive Vice President of Global Sales and Business Development /s/ Terry Hungle, on behalf of Bahram Jalalizadeh 2015-05-01