Benjamin Ball Form 4 MITEL NETWORKS / BENJAMIN BALL 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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X

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^*

BALL BENJAMIN

(Last) (First) (Middle)

ONE LETTERMAN DRIVE

BUILDING C - SUITE 410

(Street)

SAN FRANCISCO CA 94129

(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
	Officer (give title below)	Other (specify below)

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		31,199	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)	$3.05	11/30/2018		D			18,819	12/23/2011	12/23/2018	Common Shares	18,819	(3)	0	I	Owned by Francisco Partners Management, LLC(4)
Options (Common Shares)	$3.44	11/30/2018		D			18,131	03/07/2012	03/07/2019	Common Shares	18,131	(3)	0	I	Owned by Francisco Partners Management, LLC(4)
Options (Common Shares)	$4.22	11/30/2018		D			22,343	03/07/2012	03/07/2019	Common Shares	22,343	(3)	0	I	Owned by Francisco Partners Management, LLC(4)
Options (Common Shares)	$2.61	11/30/2018		D			21,569	09/06/2012	09/06/2019	Common Shares	21,569	(3)	0	I	Owned by Francisco Partners Management, LLC(4)
Options (Common Shares)	$3.06	11/30/2018		D			20,194	12/06/2012	12/06/2019	Common Shares	20,194	(3)	0	I	Owned by Francisco Partners Management, LLC(4)
Options (Common Shares)	$3.94	11/30/2018		D			20,263	03/07/2013	03/07/2020	Common Shares	20,263	(3)	0	I	Owned by Francisco Partners Management, LLC(4)
Options (Common Shares)	$3.8	11/30/2018		D			20,263	07/01/2013	07/01/2020	Common Shares	20,263	(3)	0	I	Owned by Francisco Partners Management, LLC(4)
Options (Common Shares)	$4.64	11/30/2018		D			8,588	09/05/2013	09/05/2020	Common Shares	8,588	(3)	0	I	Owned by Francisco Partners Management, LLC(4)
Options (Common Shares)	$9.58	11/30/2018		D			7,061	12/12/2013	12/12/2020	Common Shares	7,061	(3)	0	I	Owned by Francisco Partners Management, LLC(4)
Options (Common Shares)	$8.79	11/30/2018		D			6,909	02/05/2014	02/05/2021	Common Shares	6,909	(3)	0	I	Owned by Francisco Partners Management, LLC(4)
Options (Common Shares)	$10.83	11/30/2018		D			6,828	05/20/2014	05/20/2021	Common Shares	6,828	(3)	0	I	Owned by Francisco Partners Management, LLC(4)
Options (Common Shares)	$9.96	11/30/2018		D			6,828	08/14/2014	08/14/2021	Common Shares	6,828	(3)	0	I	Owned by Francisco Partners Management, LLC(4)
Options (Common Shares)	$9.96	11/30/2018		D			6,972	11/13/2014	11/13/2021	Common Shares	6,972	(3)	0	I	Owned by Francisco Partners Management, LLC(4)
Options (Common Shares)	$9.7	11/30/2018		D			966	03/05/2015	03/05/2022	Common Shares	966	(3)	0	I	Owned by Francisco Partners Management, LLC(4)
Options (Common Shares)	$8.94	11/30/2018		D			20,000	12/31/2015	05/14/2022	Common Shares	20,000	(3)	0	I	Owned by Francisco Partners Management, LLC(4)
Options (Common Shares)	$7.17	11/30/2018		D			10,000	03/04/2017	03/04/2023	Common Shares	10,000	(3)	0	I	Owned by Francisco Partners Management, LLC(4)
Restricted Stock Units	(5)	11/30/2018		D			14,500	(5)	(5)	Common Shares	14,500	(5)	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. Pursuant to the Plan of Arrangement, options to purchase common shares (the "Options") were accelerated and all 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.

4. Benjamin Ball is a partner of Francisco Partners Management, LLC ("Francisco Partners"), has voting and investment power over the common shares of the Issuer held by Francisco Partners. Mr. Ball expressly disclaims such beneficial ownership except to the extent of any pecuniary interest therein.

5. Represents 14,500 common shares underlying 14,500 restricted stock units. Pursuant to the Plan of Arrangement, each restricted share unit was cancelled in exchange for the right to receive US$11.15 in cash, less any applicable withholding taxes.

Remarks:

	/s/ Benjamin Ball	12/04/2018
	** Signature of Reporting Person	Date
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