4//SEC Filing
MAVENIR SYSTEMS INC 4
Accession 0001209191-15-038122
CIK 0001361470operating
Filed
Apr 30, 8:00 PM ET
Accepted
May 1, 5:59 PM ET
Size
20.3 KB
Accession
0001209191-15-038122
Insider Transaction Report
Form 4
Khuntia Ashok
See Remarks
Transactions
- Disposition to Issuer
Common Stock
2015-04-29$17.55/sh−1,000$17,550→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2015-04-29−1,117→ 0 totalExercise: $5.11Exp: 2022-10-30→ Common Stock (1,117 underlying) - Disposition from Tender
Common Stock
2015-04-29$17.55/sh−41,692$731,695→ 1,000 total - Disposition to Issuer
Stock Option (Right to Buy)
2015-04-29$12.44/sh−3,740$46,526→ 0 totalExercise: $5.11Exp: 2022-10-30→ Common Stock (3,740 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2015-04-29−19,375→ 0 totalExercise: $10.00Exp: 2023-11-06→ Common Stock (19,375 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2015-04-29−50,000→ 0 totalExercise: $18.09Exp: 2024-03-19→ Common Stock (50,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2015-04-29$7.55/sh−10,625$80,219→ 0 totalExercise: $10.00Exp: 2023-11-06→ Common Stock (10,625 underlying)
Footnotes (6)
- [F1]These shares are being disposed of upon 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.
- [F2]Reflects 1,000 shares acquired under the Issuer's 2013 Employee Stock Purchase Plan on April 24, 2015.
- [F3]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.
- [F4]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 2,046 shares of Mitel common stock for $2.79 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.
- [F5]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 35,495 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.
- [F6]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 91,600 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.
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, 5:59 PM ET
- Size
- 20.3 KB