Steven Edward Spooner Form 4 MITEL NETWORKS / Steven Edward Spooner 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^*

Spooner Steven Edward

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2017

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	03/09/2017		M		23,325	A	$6.5	172,821	D
Common Shares	03/09/2017		M		33,750	A	$6.5	206,571	D
Common Shares	03/10/2017		S		24,767	D	$6.9517	181,804	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 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	$0	03/09/2017		M			23,325	(2)	03/05/2022	Common Shares	23,325	$0	46,650	D
Restricted Stock Units	$0	03/09/2017		M			33,750	(3)	03/04/2023	Common Shares	33,750	$0	101,250	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. 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.

3. 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.

	/s/ Steven Edward Spooner	03/13/2017
	** 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).
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