Mitel Networks (MITL) Form 4 MITEL NETWORKS / RICHARD D MCBEE 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^*

MCBEE RICHARD D

(Last) (First) (Middle)

350 LEGGET DRIVE

OTTAWA, A6

(Street)

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2017

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	03/01/2017		M		28,850	A	$0	202,925	D
Common Shares	03/02/2017		S		7,940(1)	D	$6.5804	194,985	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
Restricted Stock Units	(2)	03/01/2017		M			28,850	(2)	(2)	Common Shares	28,850	$0	28,850	D
Performance Share Units	$0							(3)	03/01/2020	Common Shares	217,000		217,000	D
Restricted Stock Units	$0							(4)	03/01/2024	Common Shares	217,000		217,000	D

Explanation of Responses:

1. This sale was made to cover taxes immediately following the vesting of previously granted RSUs.

2. Represents 57,700 Common Shares underlying 57,700 RSUs granted to Mr. McBee on April 3, 2014. These RSUs will vest as follows: (i) 28,850 of the RSUs will vest on March 1, 2017; and (ii) 28,850 of the RSUs will vest on December 15, 2017.

3. Date exercisable for PSUs 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.

4. Represents 217,000 Common Shares underlying 217,000 RSUs granted on March 1, 2017. These RSUs vest in four equal installments annually starting March 1, 2018.

	/s/ Richard D. McBee	03/03/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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