| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 12/20/2016 | 3. Issuer Name and Ticker or Trading Symbol MITEL NETWORKS CORP [ MITL ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Shares | 144,886 | D | |
| Common Shares | 14,900 | I | Held by Registered Retirement Savings Plan for Steven Edward Spooner |
| Common Shares | 5,100 | I | Held by The Spooner Children Trust(1) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Options (Common Shares) | (2) | 03/04/2023 | Common Shares | 165,000 | 7.17 | D | |
| Options (Common Shares) | (3) | 03/05/2022 | Common Shares | 99,000 | 9.7 | D | |
| Options (Common Shares) | (4) | 04/03/2021 | Common Shares | 75,000 | 10.11 | D | |
| Options (Common Shares) | (5) | 10/09/2020 | Common Shares | 200,000 | 5.73 | D | |
| Options (Common Shares) | (6) | 07/01/2020 | Common Shares | 21,875 | 3.8 | D | |
| Options (Common Shares) | (7) | 06/26/2019 | Common Shares | 18,750 | 4.22 | D | |
| Options (Common Shares) | (8) | 07/15/2017 | Common Shares | 25,000 | 8.79 | D | |
| Restricted Stock Units | (9) | (9) | Common Shares | 135,000 | (9) | D | |
| Restricted Stock Units | (10) | (10) | Common Shares | 69,975 | (10) | D | |
| Restricted Stock Units | (11) | (11) | Common Shares | 17,300 | (11) | D | |
| Explanation of Responses: |
| 1. 5,100 common shares ("Common Shares") of Mitel Networks Corporation (the "Company") are 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 disclaims 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 is 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. |
| 2. 165,000 stock options to purchase Common Shares of the Company were granted to Mr. Spooner on March 4, 2016. 10,312 options vested on June 4, 2016 and are scheduled to vest in approximately equal installments every three months thereafter until March 4, 2020. |
| 3. 99,000 stock options to purchase Common Shares of the Company were granted to Mr. Spooner on March 5, 2015. 6,187 options vested on June 5, 2015 and are scheduled to vest in approximately equal installments every three months thereafter until March 5, 2019. |
| 4. 75,000 stock options to purchase Common Shares of the Company were granted to Mr. Spooner on April 3, 2014. 4,687 options vested on July 3, 2014 and are scheduled to vest in approximately equal installments every three months thereafter until April 3, 2018. |
| 5. 200,000 stock options to purchase Common Shares of the Company were granted to Mr. Spooner on October 9, 2013. 100,000 options vested on October 9, 2014 and are scheduled to vest in equal installments annually until October 9, 2017. |
| 6. 21,875 stock options to purchase Common Shares of the Company were granted to Mr. Spooner on July 1, 2013. 3,125 options vested on October 1, 2013 and are scheduled to vest in equal installments every three months thereafter until July 1, 2017. |
| 7. 18,750 stock options to purchase Common Shares of the Company were granted to Mr. Spooner on June 26, 2012. 6,250 options vested on September 26, 2012 and vested in equal installments every three months thereafter until June 26, 2016. |
| 8. 25,000 stock options to purchase Common Shares of the Company were granted to Mr. Spooner on July 15, 2010. 1,562 options vested on October 15, 2010 and vested in approximately equal installments every three months thereafter until July 15, 2014. |
| 9. Represents 135,000 Common Shares underlying 135,000 Restricted Stock Units ("RSUs") granted to Mr. Spooner on March 4, 2016. These RSUs will vest as follows: (i) 33,750 of the RSUs will vest on March 4, 2017; (ii) 33,750 of the RSUs will vest on March 4, 2018; (iii) 33,750 of the RSUs will vest on March 4, 2019; and (iv) 33,750 of the RSUs will vest on March 4, 2020. |
| 10. Represents 69,975 Common Shares underlying 69,975 RSUs granted to Mr. Spooner on March 5, 2015. These RSUs will vest as follows: (i) 22,325 of the RSUs will vest on March 5, 2017; (ii) 22,325 of the RSUs will vest on March 5, 2018; and (iii) 22,325 of the RSUs will vest on March 5, 2019. |
| 11. Represents 17,300 Common Shares underlying 17,300 RSUs granted to Mr. Spooner on April 3, 2014. These RSUs will vest as follows: (i) 8,650 of the RSUs will vest on March 1, 2017; and (ii) 8,650 of the RSUs will vest on December 15, 2017. |
| Remarks: |
| /s/ Steven Edward Spooner | 12/20/2016 | |
| ** 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 5 (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. | ||
