4//SEC Filing
MAVENIR SYSTEMS INC 4
Accession 0001209191-15-038120
CIK 0001361470operating
Filed
Apr 30, 8:00 PM ET
Accepted
May 1, 5:58 PM ET
Size
13.8 KB
Accession
0001209191-15-038120
Insider Transaction Report
Form 4
SCOTT BENJAMIN L
Director
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2015-04-29$16.78/sh−335$5,621→ 0 totalExercise: $0.77Exp: 2020-10-14→ Common Stock (335 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2015-04-29$7.55/sh−35,000$264,250→ 0 totalExercise: $10.00Exp: 2023-11-06→ Common Stock (35,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2015-04-29$2.00/sh−17,500$35,000→ 0 totalExercise: $15.55Exp: 2024-06-18→ Common Stock (17,500 underlying) - Disposition from Tender
Common Stock
2015-04-29$17.55/sh−28,093$493,032→ 0 total
Footnotes (5)
- [F1]These shares are being disposed of upon the completion of an exchange offer by Mitel Networks Corporation ("Mitel") and Roadster Subsidiary Corporation 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.
- [F2]Pursuant to their terms, the vesting of these options accelerated in full upon the completion of the Offer. This option was granted effective on the date of the pricing of the Issuer's initial public offering (November 6, 2013) and is exerciseable at the initial public offering price. One-third of the shares subject to the option vest and become exercisable on the first anniversary of the grant, and an additional one thirty-sixth of the shares vest and become exerciseable monthly thereafter.
- [F3]Pursuant to the terms of the Merger Agreement, as a result of the Merger, each option that is vested and in-the-money has been cancelled and converted into the right to receive the excess of the Cash Consideration over the per-share exercise price, subject to applicable tax withholding.
- [F4]Pursuant to their terms, the vesting of these options accelerated in full upon the completion of the Offer. 100% vests on the earlier of the first anniversary of the date of grant (June 18, 2014) or the day before the date of the first annual stockholder meeting after the date of grant. 12 months to exercise following termination of service. Full acceleration of all unvested shares upon the consummation of a change of control.
- [F5]One-fourth of the shares of common stock subject to the option vested on first anniversary of the October 14, 2010 date of grant and an additional one forty-eighth (1/48th) of the total number of shares of common stock subject to the option vest on the corresponding day of each month thereafter.
Documents
Issuer
MAVENIR SYSTEMS INC
CIK 0001361470
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001361470
Filing Metadata
- Form type
- 4
- Filed
- Apr 30, 8:00 PM ET
- Accepted
- May 1, 5:58 PM ET
- Size
- 13.8 KB