Mitel Networks (MITL) Form 4 MITEL NETWORKS / Steven Edward Spooner 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^*

Spooner Steven Edward

(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)
Chief Financial Officer

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		240,404	D	$11.15	0	D
Common Shares(1)(2)	11/30/2018		D		5,100	D	$11.15	0	I	Held By The Spooner Children Trust(3)

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)	$4.22	11/30/2018		D			18,750	06/26/2016	06/26/2019	Common Shares	18,750	(6)	0	D
Options (Common Shares)	$3.8	11/30/2018		D			21,875	07/01/2017	07/01/2020	Common Shares	21,875	(6)	0	D
Options (Common Shares)	$5.73	11/30/2018		D			200,000	10/09/2017	10/09/2020	Common Shares	200,000	(6)	0	D
Options (Common Shares)	$10.11	11/30/2018		D			75,000	04/03/2018	04/03/2021	Common Shares	75,000	(6)	0	D
Options (Common Shares)	$9.7	11/30/2018		D			99,000	(4)	03/05/2022	Common Shares	99,000	(6)	0	D
Options (Common Shares)	$7.17	11/30/2018		D			165,000	(5)	03/04/2023	Common Shares	165,000	(6)	0	D
Performance Stock Units	$0.00	11/30/2018		D			67,000	(7)	(7)	Common Shares	67,000	(8)	0	D
Performance Stock Units	$0.00	11/30/2018		D			85,575	(7)	(7)	Common Shares	85,575	(8)	0	D
Restricted Stock Units	$0.00	11/30/2018		D			23,325	(9)	(9)	Common Shares	23,325	(13)	0	D
Restricted Stock Units	$0.00	11/30/2018		D			67,500	(10)	(10)	Common Shares	67,500	(13)	0	D
Restricted Stock Units	$0.00	11/30/2018		D			50,250	(11)	(11)	Common Shares	50,250	(13)	0	D
Restricted Stock Units	$0.00	11/30/2018		D			85,575	(12)	(12)	Common Shares	85,575	(13)	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. 5,100 common shares were held by the Spooner Children Trust, of which Mr. Spooner is one of three trustees, for the benefit of the children of Mr. Spooner. Mr. Spooner disclaimed beneficial ownership of the Common Shares held for the benefit of his children and this report shall not be deemed an admission that Mr. Spooner was a beneficial owner of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

4. Represents 99,000 options to purchase common shares (the "Options"), of which 86,625 were fully exercisable as of the Closing Date and the remaining 12,375 Options would have vested in equal installments every three months thereafter until March 4, 2020. Pursuant to the Plan of Arrangement, the unvested 12,375 Options were accelerated and became fully vested and exercisable as of the Closing Date.

5. Represents 165,000 Options, of which 103,125 were fully exercisable as of the Closing Date and the remaining 61,875 Options would have vested in equal installments every three months thereafter until March 4, 2020. Pursuant to the Plan of Arrangement, the unvested 61,875 Options were accelerated and became fully vested and exercisable as of the Closing Date.

6. 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.

7. 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.

8. 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.

9. Represents 23,325 common shares underlying 23,325 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.

10. Represents 67,500 common shares underlying 67,500 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.

11. Represents 50,250 common shares underlying 50,250 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.

12. Represents 85,575 common shares underlying 85,575 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.

13. Pursuant to the Plan of Arrangement, the unvested Non-Exercisable RSUs were accelerated and became fully vested and exercisable as of the Closing Date and each Non-Exercisable RSU was cancelled in exchange for the right to receive US$11.15 in cash, less any applicable withholding taxes.

Remarks:

	/s/ Steven Edward Spooner	12/04/2018
	** Signature of Reporting Person	Date
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