0001209191-15-038127.txt : 20150501
0001209191-15-038127.hdr.sgml : 20150501
20150501180424
ACCESSION NUMBER: 0001209191-15-038127
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: McCabe Terence
CENTRAL INDEX KEY: 0001590303
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36171
FILM NUMBER: 15825831
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
0001590303
McCabe Terence
1700 INTERNATIONAL PARKWAY, SUITE 200
RICHARDSON
TX
75081
0
1
0
0
Chief Technology Officer
Common Stock
2015-04-29
4
D
0
1000
17.55
D
0
D
Stock Option (Right to Buy)
2.10
2015-04-29
4
D
0
31071
15.45
D
2021-12-13
Common Stock
31071
0
D
Stock Option (Right to Buy)
2.10
2015-04-29
4
D
0
1786
D
2021-12-13
Common Stock
1786
0
D
Stock Option (Right to Buy)
10.00
2015-04-29
4
D
0
5312
7.55
D
2023-11-06
Common Stock
5312
0
D
Stock Option (Right to Buy)
10.00
2015-04-29
4
D
0
9688
D
2023-11-06
Common Stock
9688
0
D
Stock Option (Right to Buy)
18.09
2015-04-29
4
D
0
10000
D
2024-03-19
Common Stock
10000
0
D
Reflects 1,000 shares acquired under the Issuer's 2013 Employee Stock Purchase Plan on April 24, 2015.
These shares 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. 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 3,271 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 17,748 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 18,320 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.
/s/ Terry Hungle on behalf of Terence McCabe
2015-05-01