Spooner Steven Edward 4

Accession 0000899243-18-030142

CIK 0001170534other

View on SEC.gov Company Profile

Filed

Dec 3, 7:00 PM ET

Accepted

Dec 4, 8:57 PM ET

Size

36.9 KB

Accession

0000899243-18-030142

Insider Transaction Report

Form 4

Period: 2018-11-30

MITEL NETWORKS CORPMITL

Spooner Steven Edward

Chief Financial Officer

Transactions

Disposition to Issuer
Common Shares
2018-11-30$11.15/sh−240,404$2,680,505→ 0 total
Disposition to Issuer
Performance Stock Units
2018-11-30−85,575→ 0 total
Exercise: $0.00→ Common Shares (85,575 underlying)
Disposition to Issuer
Common Shares
2018-11-30$11.15/sh−5,100$56,865→ 0 total(indirect: By Trust)
Disposition to Issuer
Options (Common Shares)
2018-11-30−200,000→ 0 total
Exercise: $5.73From: 2017-10-09Exp: 2020-10-09→ Common Shares (200,000 underlying)
Disposition to Issuer
Options (Common Shares)
2018-11-30−165,000→ 0 total
Exercise: $7.17Exp: 2023-03-04→ Common Shares (165,000 underlying)
Disposition to Issuer
Restricted Stock Units
2018-11-30−50,250→ 0 total
Exercise: $0.00→ Common Shares (50,250 underlying)
Disposition to Issuer
Restricted Stock Units
2018-11-30−85,575→ 0 total
Exercise: $0.00→ Common Shares (85,575 underlying)
Disposition to Issuer
Performance Stock Units
2018-11-30−67,000→ 0 total
Exercise: $0.00→ Common Shares (67,000 underlying)
Disposition to Issuer
Restricted Stock Units
2018-11-30−23,325→ 0 total
Exercise: $0.00→ Common Shares (23,325 underlying)
Disposition to Issuer
Options (Common Shares)
2018-11-30−18,750→ 0 total
Exercise: $4.22From: 2016-06-26Exp: 2019-06-26→ Common Shares (18,750 underlying)
Disposition to Issuer
Options (Common Shares)
2018-11-30−21,875→ 0 total
Exercise: $3.80From: 2017-07-01Exp: 2020-07-01→ Common Shares (21,875 underlying)
Disposition to Issuer
Restricted Stock Units
2018-11-30−67,500→ 0 total
Exercise: $0.00→ Common Shares (67,500 underlying)
Disposition to Issuer
Options (Common Shares)
2018-11-30−75,000→ 0 total
Exercise: $10.11From: 2018-04-03Exp: 2021-04-03→ Common Shares (75,000 underlying)
Disposition to Issuer
Options (Common Shares)
2018-11-30−99,000→ 0 total
Exercise: $9.70Exp: 2022-03-05→ Common Shares (99,000 underlying)

Footnotes (13)

[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.
[F10]Represents 67,500 common shares underlying 67,500 RSUs granted on March 4, 2016. As of the Closing Date, all of these RSUs were Non-Exercisable RSUs and would have vested in two equal installments on March 4, 2019 and on March 4, 2020.
[F11]Represents 50,250 common shares underlying 50,250 RSUs granted on March 1, 2017. As of the Closing Date, all of these RSUs were Non-Exercisable RSUs and would have vested in three equal installments on March 1, 2019, March 1, 2020 and on March 1, 2021.
[F12]Represents 85,575 common shares underlying 85,575 RSUs granted on February 28, 2018. As of the Closing Date, all of these RSUs were Non-Exercisable RSUs and would have vested in four equal installments annually starting February 28, 2019.
[F13]Pursuant to the Plan of Arrangement, the unvested Non-Exercisable RSUs were accelerated and became fully vested and exercisable as of the Closing Date and each Non-Exercisable RSU was cancelled in exchange for the right to receive US$11.15 in cash, less any applicable withholding taxes.
[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]5,100 common shares were held by the Spooner Children Trust, of which Mr. Spooner is one of three trustees, for the benefit of the children of Mr. Spooner. Mr. Spooner disclaimed beneficial ownership of the Common Shares held for the benefit of his children and this report shall not be deemed an admission that Mr. Spooner was a beneficial owner of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
[F4]Represents 99,000 options to purchase common shares (the "Options"), of which 86,625 were fully exercisable as of the Closing Date and the remaining 12,375 Options would have vested in equal installments every three months thereafter until March 4, 2020. Pursuant to the Plan of Arrangement, the unvested 12,375 Options were accelerated and became fully vested and exercisable as of the Closing Date.
[F5]Represents 165,000 Options, of which 103,125 were fully exercisable as of the Closing Date and the remaining 61,875 Options would have vested in equal installments every three months thereafter until March 4, 2020. Pursuant to the Plan of Arrangement, the unvested 61,875 Options were accelerated and became fully vested and exercisable as of the Closing Date.
[F6]Pursuant to the Plan of Arrangement, Options 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.
[F7]Date exercisable for each performance share unit ("PSU") will vary for each vesting tranche based on achievement of share price performance milestones. The PSUs will expire three years from the date of grant.
[F8]Pursuant to the Plan of Arrangement, each PSU was cancelled in consideration for the right to receive US$11.15 in cash per common share subject to such PSU, as calculated in accordance with the Plan of Arrangement, less any applicable withholding taxes.
[F9]Represents 23,325 common shares underlying 23,325 restricted stock units (each an "RSU") granted on March 5, 2015. None of these RSUs were fully exercisable as of the Closing Date (each a "Non-Exercisable RSU") and all of them would have vested on March 5, 2019.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

MITEL NETWORKS CORP

CIK 0001170534

→

Entity typeother

Related Parties

filerCIK 0001617508

Filing Metadata

Form type: 4
Filed: Dec 3, 7:00 PM ET
Accepted: Dec 4, 8:57 PM ET
Size: 36.9 KB

View on SEC.gov