MATTHEWS TERENCE H 4

Accession 0000899243-18-030122

CIK 0001170534other

View on SEC.gov Company Profile

Filed

Dec 3, 7:00 PM ET

Accepted

Dec 4, 8:45 PM ET

Size

54.5 KB

Accession

0000899243-18-030122

Insider Transaction Report

Form 4

Period: 2018-11-30

MITEL NETWORKS CORPMITL

MATTHEWS TERENCE H

DirectorChairman of the Board

Transactions

Disposition to Issuer
Common Shares
2018-11-30$11.15/sh−58,754$655,107→ 0 total
Disposition to Issuer
Options (Common Shares)
2018-11-30−9,281→ 0 total
Exercise: $10.83From: 2014-05-20Exp: 2021-05-20→ Common Shares (9,281 underlying)
Disposition to Issuer
Options (Common Shares)
2018-11-30−4,307→ 0 total
Exercise: $8.75From: 2015-11-11Exp: 2022-11-11→ Common Shares (4,307 underlying)
Disposition to Issuer
Options (Common Shares)
2018-11-30−10,000→ 0 total
Exercise: $7.17From: 2017-03-04Exp: 2023-03-04→ Common Shares (10,000 underlying)
Disposition to Issuer
Options (Common Shares)
2018-11-30−18,313→ 0 total
Exercise: $3.80From: 2013-07-01Exp: 2020-07-01→ Common Shares (18,313 underlying)
Disposition to Issuer
Options (Common Shares)
2018-11-30−9,816→ 0 total
Exercise: $9.96From: 2014-11-13Exp: 2021-11-13→ Common Shares (9,816 underlying)
Disposition to Issuer
Options (Common Shares)
2018-11-30−10,000→ 0 total
Exercise: $8.94From: 2015-12-31Exp: 2022-05-14→ Common Shares (10,000 underlying)
Disposition to Issuer
Restricted Stock Units
2018-11-30−14,500→ 0 total
From: 2018-12-31→ Common Shares (14,500 underlying)
Disposition to Issuer
Common Shares
2018-11-30$11.15/sh−1,766,690$19,698,594→ 0 total(indirect: Wesley Clover International Corporation)
Disposition to Issuer
Options (Common Shares)
2018-11-30−18,038→ 0 total
Exercise: $3.06From: 2012-12-06Exp: 2019-12-06→ Common Shares (18,038 underlying)
Disposition to Issuer
Options (Common Shares)
2018-11-30−18,313→ 0 total
Exercise: $3.94From: 2013-03-07Exp: 2020-03-07→ Common Shares (18,313 underlying)
Disposition to Issuer
Options (Common Shares)
2018-11-30−16,190→ 0 total
Exercise: $4.64From: 2013-09-05Exp: 2020-09-05→ Common Shares (16,190 underlying)
Disposition to Issuer
Options (Common Shares)
2018-11-30−10,146→ 0 total
Exercise: $9.58From: 2013-12-12Exp: 2020-12-12→ Common Shares (10,146 underlying)
Disposition to Issuer
Options (Common Shares)
2018-11-30−9,329→ 0 total
Exercise: $8.79From: 2014-02-05Exp: 2021-02-05→ Common Shares (9,329 underlying)
Disposition to Issuer
Options (Common Shares)
2018-11-30−9,281→ 0 total
Exercise: $9.96From: 2014-08-14Exp: 2021-08-14→ Common Shares (9,281 underlying)
Disposition to Issuer
Options (Common Shares)
2018-11-30−3,585→ 0 total
Exercise: $9.70From: 2015-03-05Exp: 2022-03-05→ Common Shares (3,585 underlying)
Disposition to Issuer
Options (Common Shares)
2018-11-30−4,220→ 0 total
Exercise: $8.94From: 2015-05-14Exp: 2022-05-14→ Common Shares (4,220 underlying)
Disposition to Issuer
Options (Common Shares)
2018-11-30−4,542→ 0 total
Exercise: $8.30From: 2015-08-12Exp: 2022-08-12→ Common Shares (4,542 underlying)
Disposition to Issuer
Options (Common Shares)
2018-11-30−5,278→ 0 total
Exercise: $7.17From: 2016-03-04Exp: 2023-03-04→ Common Shares (5,278 underlying)
Disposition to Issuer
Options (Common Shares)
2018-11-30−5,674→ 0 total
Exercise: $6.74From: 2016-05-26Exp: 2023-05-26→ Common Shares (5,674 underlying)
Disposition to Issuer
Options (Common Shares)
2018-11-30−4,723→ 0 total
Exercise: $8.12From: 2016-08-10Exp: 2023-08-10→ Common Shares (4,723 underlying)
Disposition to Issuer
Options (Common Shares)
2018-11-30−5,713→ 0 total
Exercise: $6.62From: 2016-11-09Exp: 2023-11-09→ Common Shares (5,713 underlying)
Disposition to Issuer
Options (Common Shares)
2018-11-30−5,674→ 0 total
Exercise: $6.62From: 2017-03-01Exp: 2024-03-01→ Common Shares (5,674 underlying)

Footnotes (5)

[F1]On November 30, 2018 (the "Closing Date"), MLN AcquisitionCo ULC (the "Purchaser") acquired all of the outstanding common shares of Mitel Networks Corporation (the "Issuer") under a plan of arrangement under the Canada Business Corporations Act (the "Plan of Arrangement"), and Issuer became a wholly owned subsidiary of the Purchaser, an entity currently owned and controlled by funds affiliated with Searchlight Capital Partners, L.P., a private equity investment group.
[F2]Pursuant to the Plan of Arrangement, each common share was transferred to the Purchaser in exchange for the right to receive US$11.15 in cash, without interest and less any applicable withholding taxes.
[F3]Dr. Matthews owns 100% of the outstanding voting shares of 4293711 Canada Inc. ("4293711 Canada") which in turn owns 99.9% of the outstanding voting shares of Wesley Clover International Corporation ("WCIC") (the remaining 0.01% of the outstanding voting shares of WCIC are owned by the Matthews Family Trust, of which Dr. Matthews is one of three trustees). Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of Dr. Matthews and 4293711 Canada may be deemed the beneficial owner of all of the common shares of the Issuer beneficially owned by WCIC. The filing of this Form 4 shall not be construed as an admission that the Reporting Person shares beneficial ownership of these shares, and the Reporting Person expressly disclaims such beneficial ownership except to the extent of any pecuniary interest therein.
[F4]Pursuant to the Plan of Arrangement, options to purchase common shares were cancelled in exchange for the right to receive an amount equal to the excess, if any, of US$11.15 over the exercise price of such option, less any applicable withholding taxes.
[F5]Represents 14,500 common shares underlying 14,500 restricted stock units granted on May 9, 2018 and would have vested on December 31, 2018 (each a "Non-Exercisable RSU"). Pursuant to the Plan of Arrangement, each restricted share unit was cancelled in exchange for the right to receive US$11.15 in cash, less any applicable withholding taxes, following the date such Non-Exercisable RSUs would have vested in accordance with their terms, subject to the Reporting Person's continued employment through such date.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

MITEL NETWORKS CORP

CIK 0001170534

→

Entity typeother

Related Parties

filerCIK 0001220385

Filing Metadata

Form type: 4
Filed: Dec 3, 7:00 PM ET
Accepted: Dec 4, 8:45 PM ET
Size: 54.5 KB

View on SEC.gov