| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ShoreTel Inc [ SHOR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/25/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 Stock | 09/25/2017 | D | 28,476 | D | $0 | 0(1) | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Non-qualified Stock Option (Right to Buy) | $3.91 | 09/25/2017 | D | 15,000 | 06/11/2013 | 06/11/2022 | Common Stock | 15,000 | $0 | 0(2) | D | ||||
| Non-qualified Stock Option (Right to Buy) | $3.5 | 09/25/2017 | D | 50,000 | 04/01/2014 | 04/01/2023 | Common Stock | 50,000 | $0 | 0(2) | D | ||||
| Non-qualified Stock Option (Right to Buy) | $4.44 | 09/25/2017 | D | 25,000 | 08/15/2014 | 08/15/2023 | Common Stock | 25,000 | $0 | 0(2) | D | ||||
| Non-qualified Stock Option (Right to Buy) | $6.61 | 09/25/2017 | D | 30,000 | 08/15/2015(3) | 08/15/2024 | Common Stock | 30,000 | $0 | 0(2) | D | ||||
| Non-qualified Stock Option (Right to Buy) | $7.35 | 09/25/2017 | D | 30,000 | 08/21/2016(3) | 08/21/2025 | Common Stock | 30,000 | $0 | 0(2) | D | ||||
| Restricted Stock Unit | $0 | 09/25/2017 | D | 3,750 | 08/15/2015(4) | 08/15/2024 | Common Stock | 3,750 | $0 | 0(2) | D | ||||
| Restricted Stock Unit | $0 | 09/25/2017 | D | 7,500 | 08/21/2016(4) | 08/21/2025 | Common Stock | 7,500 | $0 | 0(2) | D | ||||
| Restricted Stock Unit | $0 | 09/25/2017 | D | 15,000 | 08/18/2017(4) | 08/18/2026 | Common Stock | 15,000 | $0 | 0(2) | D | ||||
| Explanation of Responses: |
| 1. Following the acquisition of ShoreTel, Inc. by Mitel Networks Corporation, shares of ShoreTel, Inc. common stock were subject to a tender offer of $7.50 per share. |
| 2. Following the acqusition of ShoreTel, Inc. by Mitel Networks Corporation, all vested and exercisable options and all vested RSUs were cancelled. The holder received the right to a cash payment equal to $7.50 per share, minus exercise price and applicable taxes. |
| 3. Originally scheduled to vest at the rate of 25% on the first anniversary date of the grant and 1/48th per month thereafter. Vesting was accelerated pursuant to the ShoreTel, Inc. 2007 and/or 2015 Equity Incentive Plan, a Retention or Employment Agreement and the Agreement and Plan of Merger by and among Mitel HS Holdings, Inc., Shelby Acquisition Corporation, ShoreTel, In. and Mitel Networks Corporation dated as of July 26, 2017. |
| 4. Originally scheduled to vest at the rate of 25% a year over 4 years, on the anniversary date of the grant. Vesting was accelerated pursuant to the ShoreTel, Inc. 2007 and/or 2015 Equity Incentive Plan, a Retention or Employment Agreement and the Agreement and Plan of Merger by and among Mitel HS Holdings, Inc., Shelby Acquisition Corporation, ShoreTel, In. and Mitel Networks Corporation dated as of July 26, 2017. |
| /s/ Allen Seto | 09/27/2017 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
