Mitel Networks (MITL) Form 4 MITEL NETWORKS / Thomas Gerald Lokar ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Lokar Thomas Gerald

(Last) (First) (Middle)

350 LEGGET DRIVE

(Street)

OTTAWA A6 K2K 2W7

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MITEL NETWORKS CORP [ MITL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares(1)(2)	11/30/2018		D		23,757	D	$11.15	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options (Common Shares)	$8.79	11/30/2018		D			85,000	02/05/2018	02/05/2021	Common Shares	85,000	(5)	0	D
Options (Common Shares)	$9.7	11/30/2018		D			41,900	(3)	03/05/2022	Common Shares	41,900	(5)	0	D
Options (Common Shares)	$7.17	11/30/2018		D			68,250	(4)	03/04/2023	Common Shares	68,250	(5)	0	D
Performance Stock Units	$0.00	11/30/2018		D			32,000	(6)	(6)	Common Shares	32,000	(7)	0	D
Performance Stock Units	$0.00	11/30/2018		D			31,174	(6)	(6)	Common Shares	31,174	(7)	0	D
Restricted Stock Units	$0.00	11/30/2018		D			9,875	(8)	(8)	Common Shares	9,875	(12)	0	D
Restricted Stock Units	$0.00	11/30/2018		D			30,375	(9)	(9)	Common Shares	30,375	(12)	0	D
Restricted Stock Units	$0.00	11/30/2018		D			24,000	(10)	(10)	Common Shares	24,000	(12)	0	D
Restricted Stock Units	$0.00	11/30/2018		D			31,174	(11)	(11)	Common Shares	31,174	(12)	0	D

Explanation of Responses:

1. 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.

2. 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.

3. Represents 41,900 options to purchase common shares (the "Options"), of which 36,662 were fully exercisable as of the Closing Date and the remaining 5,238 Options would have vested in equal installments every three months thereafter until March 5, 2019.

4. Represents 68,250 Options, of which 40,406 were fully exercisable as of the Closing Date and the remaining 27,844 Options would have vested in equal installments every three months thereafter until March 4, 2020.

5. 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.

6. 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.

7. 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.

8. Represents 9,875 common shares underlying 9,875 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.

9. Represents 30,375 common shares underlying 30,375 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.

10. Represents 24,000 common shares underlying 24,000 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.

11. Represents 31,174 common shares underlying 31,174 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.

12. Pursuant to the Plan of Arrangement, each Non-Exercisable RSU was cancelled in exchange for the right to receive US$11.15 in cash, less any applicable withholding taxes, following the date such Non-Exercisable RSUs would have vested in accordance with their terms, subject to the Reporting Person's continued employment through such date.

Remarks:

Chief Human Resources Officer

	/s/Thomas Gerald Lokar	12/04/2018
	** Signature of Reporting Person	Date
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