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MAVENIR SYSTEMS INC 4

Accession 0001209191-15-038125

CIK 0001361470operating
View on SEC.govCompany Profile

Filed

Apr 30, 8:00 PM ET

Accepted

May 1, 6:02 PM ET

Size

28.8 KB

Accession

0001209191-15-038125

Insider Transaction Report

Form 4
Period: 2015-04-29
MAVENIR SYSTEMS INCMVNR
Jalalizadeh Bahram
See remarks
Transactions
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2015-04-29$15.45/sh−35,889$554,485→ 0 total
    Exercise: $2.10Exp: 2021-12-13→ Common Stock (35,889 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2015-04-29−16,147→ 0 total
    Exercise: $10.00Exp: 2023-11-06→ Common Stock (16,147 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2015-04-29$17.13/sh−48,360$828,407→ 0 total
    Exercise: $0.42Exp: 2016-11-01→ Common Stock (48,360 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2015-04-29−65,000→ 0 total
    Exercise: $18.09Exp: 2024-03-19→ Common Stock (65,000 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2015-04-29$16.99/sh−18,571$315,521→ 0 total
    Exercise: $0.56Exp: 2018-10-15→ Common Stock (18,571 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2015-04-29−7,178→ 0 total
    Exercise: $2.10Exp: 2021-12-13→ Common Stock (7,178 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2015-04-29$9.78/sh−20,087$196,451→ 0 total
    Exercise: $7.77Exp: 2023-01-23→ Common Stock (20,087 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2015-04-29−15,626→ 0 total
    Exercise: $7.77Exp: 2023-01-23→ Common Stock (15,626 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2015-04-29$7.55/sh−8,853$66,840→ 0 total
    Exercise: $10.00Exp: 2023-11-06→ Common Stock (8,853 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2015-04-29$16.92/sh−50,000$846,000→ 0 total
    Exercise: $0.63Exp: 2020-04-21→ Common Stock (50,000 underlying)
Footnotes (6)
  • [F1]These options are being disposed of in connection with a merger following 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]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.
  • [F3]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 13,150 shares of Mitel common stock for $1.15 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.
  • [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 28,626 shares of Mitel common stock for $4.25 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 29,581 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 119,080 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

1 file

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, 6:02 PM ET
Size
28.8 KB
View on SEC.gov