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