UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~November 282, 2020

MobileIron, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36471	~~001~~26-~~36471~~0866846	~~26-0866846~~
(State or other jurisdictionof incorporation)		(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

MobileIron, Inc.

0
490 East Middlefield RoadMountain View, California		94043
(Address of principal executive offices)		(Zip Code)

490 East Middlefield Road

Mountain View, California 94043

(Address of principal executive offices, including zip code)

(650) 919-8100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $.0001 per share		MOBL		NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

If8.01 anOther emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻Events

As previously reported, on September 26, 2020, MobileIron, Inc., a Delaware corporation (the “Company” or “MobileIron”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ivanti, Inc., a Delaware corporation (“Parent”), and Oahu Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Buyer Parties”). The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger and becoming a wholly owned subsidiary of Parent.

The Merger is subject to the satisfaction or waiver of certain closing conditions including, among other things, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Waiting Period”). The HSR Waiting Period expired on November 2, 2020 at 11:59 p.m. Eastern Time.

~~Item~~Subject ~~2.02.Results~~to ofobtaining ~~Operations~~MobileIron stockholder approval and ~~Financial~~the ~~Condition~~satisfaction of other closing conditions to the Merger, the Company currently expects to complete the Merger later in the current quarter or early in the first quarter of 2021.

OnHow ~~October~~to ~~28,~~Find ~~2020,~~Further MobileIron, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2020. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.Information

~~The~~This ~~information~~communication ~~contained~~does ~~herein,~~not ~~including~~constitute ~~Exhibit~~a ~~99.1,~~solicitation isof ~~furnished~~any ~~and~~vote ~~shall~~or ~~not~~approval bein ~~deemed~~connection with the proposed acquisition of MobileIron, Inc. (“~~filed~~MobileIron”) ~~for~~by ~~purposes~~Ivanti, Inc. of(the ~~Section 18~~“Merger”). ofIn connection with the proposed Merger, MobileIron has filed a proxy statement with the Securities and Exchange ~~Act~~Commission of(“SEC”). Beginning ~~1934~~on October 26, ~~as amended~~2020, orMobileIron ~~subject~~mailed the proxy statement to ~~the~~its ~~liabilities~~stockholders. ofBEFORE ~~that~~MAKING ~~Section~~ANY orVOTING ~~Sections 11~~DECISION, ~~and~~WE 12URGE STOCKHOLDERS TO READ THE PROXY STATEMENT (aINCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO)~~(2)~~ ofAND ~~the~~OTHER ~~Securities~~DOCUMENTS ~~Act~~FILED WITH ofTHE ~~1933~~SEC CAREFULLY AND IN THEIR ENTIRETY, asBECAUSE ~~amended~~THEY CONTAIN IMPORTANT INFORMATION ABOUT MOBILEIRON AND THE PROPOSED MERGER. The ~~information~~proposals ~~contained~~for ~~herein~~the ~~and~~Merger inwill be made solely through the ~~accompanying~~proxy ~~exhibit~~statement. ~~shall~~In ~~not~~addition, a copy of the proxy statement may be ~~incorporated~~obtained byfree ~~reference~~of ~~into~~charge ~~any~~from ~~filing~~Investor ~~with~~Relations ~~the~~Department ~~Securities~~at ~~and~~MobileIron, ~~Exchange~~Inc., ~~Commission~~490 ~~made~~East byMiddlefield ~~the~~Road, ~~Company~~Mountain View, ~~whether~~CA ~~made~~94043. ~~before~~Security orholders ~~after~~also ~~the~~are ~~date~~able ~~hereof~~to obtain, ~~regardless~~free of charge, copies of the proxy statement and any other ~~general~~documents ~~incorporation~~filed ~~language~~by MobileIron with the SEC in ~~such~~connection ~~filing~~with the proposed Merger at the SEC’s website at http://www.sec.gov, and at the companies’ website at www.mobileiron.com.

~~The Company is making reference to non~~Forward-~~GAAP~~Looking financial measures in the press release. A reconciliation of these non-GAAP financial measures to the nearest comparable GAAP financial measures is contained in the attached Exhibit 99.1 press release.Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on current expectations, estimates and projections about, among others, the transactions described in this Current Report on Form 8-K. While the Company’s management believes the assumptions underlying its forward-looking statements and information are reasonable, such information is necessarily subject to uncertainties and may involve certain risks, many of which are difficult to predict and are beyond the control of the Company’s management. These risks include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (2) the outcome of any legal proceedings that may be instituted against the Company and others following announcement of the Merger Agreement; (3) the inability to complete the Merger due to the failure to obtain stockholder approval or the failure to satisfy other conditions to completion of the Merger; (4) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the Merger; (5) the impact, if any, of the announcement or pendency of the Merger on the Company’s relationships with customers; (6) the amount of the costs, fees, expenses and charges related to the Merger and the actual terms of certain financings that will be obtained for the Merger; and (7) other risks that are set forth under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020. All forward-looking statements speak only as of the date of this Current Report on Form 8-K or, in the case of any document incorporated by reference, the date of that document. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are qualified by the cautionary statements in this section. We undertake no obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances or changes in expectations after the date of this Current Report on Form 8-K.

~~Item~~Participants ~~9.01.Financial~~in ~~Statements~~the ~~and Exhibits.~~ Solicitation

~~(d)Exhibits~~The directors and officers of MobileIron may be deemed to be participants in the solicitation of proxies in connection with the approval of the proposed Merger. Information regarding MobileIron’s directors and officers and their respective interests in MobileIron by security holdings or otherwise is available in its most recent Annual Report on Form 10-K filed with the SEC and its most recent definitive Proxy Statement on Schedule 14A filed with the SEC. Additional information regarding the interests of such potential participants is included in the proxy statement and other relevant materials to be filed with the SEC, including in connection with the solicitation of proxies to approve the proposed Merger.


Exhibit No.		Description
99.1		Press Release, dated October 28, 2020
104		Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	MobileIron, Inc.
		MobileIron, Inc.
Dated: November 4, 2020
Dated: October 28, 2020
	By:	/s/ Andrew Hallin
		By:	/s/ Scott D. Hill
		Andrew Hallin
			Scott D. Hill
		General Counsel
			Chief Financial Officer

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