Mobileiron Form 4 MOBILEIRON / SIMON BIDDISCOMBE 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^*

BIDDISCOMBE SIMON

(Last) (First) (Middle)

C/O MOBILEIRON, INC.

490 E. MIDDLEFIELD ROAD

(Street)

MOUNTAIN VIEW CA 94043

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MOBILEIRON, INC. [ MOBL ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2020

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 Stock	12/01/2020		A		390,000(1)	A	$0.00(1)	1,625,728	D
Common Stock	12/01/2020		D		1,625,728(2)(3)	D	$7.05	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
Stock Option (Right to Buy)	$6.2	12/01/2020		D			210,000	(4)	05/07/2025	Common Stock	210,000	$0.85(4)	0	D
Stock Option (Right to Buy)	$4.06	12/01/2020		D			50,000	(5)	08/27/2025	Common Stock	50,000	$2.99(5)	0	D
Stock Option (Right to Buy)	$3.85	12/01/2020		D			100,000	(6)	10/30/2027	Common Stock	100,000	$3.2(6)	0	D

Explanation of Responses:

1. Represents shares of the Issuer's common stock awarded to the Reporting Person upon the vesting of 390,000 performance stock units in connection with the closing of the transactions contemplated by the Merger Agreement (as defined below).

2. The Reporting Person disposed of each share of common stock at the effective time of the merger (the "Merger") contemplated by the merger agreement, dated as of September 26, 2020, by and between the Issuer, Ivanti, Inc. and Oahu Merger Sub, Inc. (the "Merger Agreement") in exchange for a cash payment of $7.05 per share.

3. Certain of these securities were restricted stock units ("RSUs") that represented the Reporting Person's right to receive the Issuer's common stock. Pursuant to the Merger Agreement, the RSUs were subject to acceleration of vesting, cancelled and converted automatically into the right to receive a cash payment of $7.05 per share, subject to any required withholding of taxes.

4. This option, which vested at the rate of 1/48 of the total number of shares underlying the option ("Option Shares") on each monthly anniversary of May 11, 2015, subject to continued employment on each such monthly anniversary, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $178,500, representing the difference between the per share exercise price of the option and the $7.05 per share merger consideration.

5. This option, which vested ratably over four years at a rate of 1/48th of the total number of Option Shares at the end of each one-month period following August 28, 2015, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $149,500, representing the difference between the per share exercise price of the option and the $7.05 per share merger consideration.

6. This option provided for ratable vesting over four years at a rate of 1/48th of the total number of Option Shares at the end of each one-month period following October 31, 2017. Pursuant to the Merger Agreement, the unvested portion of this option was subject to acceleration of vesting. This option was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $320,000, representing the difference between the per share exercise price of the option and the merger consideration of $7.05 per share.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ David Manshardt, as attorney in fact	12/03/2020
	** 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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