DiMarino Dino Form 4 Mimecast / Dino DiMarino 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^*

DiMarino Dino

(Last) (First) (Middle)

C/O MIMECAST NORTH AMERICA, INC.

191 SPRING STREET

(Street)

LEXINGTON MA 02421

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Mimecast Ltd [ MIME ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2021

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
Ordinary Shares	01/15/2021		M		2,000	A	$16.64	8,393	D
Ordinary Shares	01/15/2021		M		2,000	A	$34.82	10,393	D
Ordinary Shares	01/15/2021		S(1)		3,426	D	$44.2644(2)	6,967	D
Ordinary Shares	01/15/2021		S(1)		854	D	$45.3123(3)	6,113	D
Ordinary Shares	01/15/2021		S(1)		220	D	$45.9873(4)	5,893	D
Restricted Share Units(1)								3,750(5)	D
Restricted Share Units(6)								11,250(7)	D
Restricted Share Units(6)								11,250(8)	D
Restricted Share Units(6)								29,958(9)	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
Share Option (Right to Buy)	$16.64	01/15/2021		M			2,000	(10)	09/01/2026	Ordinary Shares	2,000	$0.00	12,125(10)	D
Share Option (Right to Buy)	$34.82	01/15/2021		M			2,000	(11)	04/02/2028	Ordinary Shares	2,000	$0.00	29,000	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 16, 2020.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.72 - $44.655, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.75 - $45.695, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.96 - $45.99, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. These restricted share units were granted on April 2, 2018. Twenty-five percent (25%) of the units vested on April 2, 2019, twenty-five percent (25%) of the units vested on April 2, 2020, and the remainder of the units vest on an annual basis over the next two (2) years, provided that the Reporting Person remains an employee of the Issuer on each such vesting date.

6. Each restricted share unit represents a contingent right to receive one share of the Issuer's Ordinary Shares.

7. These restricted share units were granted on April 1, 2019. Twenty-five percent (25%) of the units vested on April 1, 2020 and the remainder of the units vest on an annual basis over the next three (3) years, provided that the Reporting Person remains an employee of the Issuer on each such vesting date.

8. These restricted share units were granted on October 1, 2019. Twenty-five percent (25%) of the units vested on October 1, 2020, and the remainder of the units vest on an annual basis over the next three (3) years, provided that the Reporting Person remains an employee of the Issuer on each such vesting date.

9. These restricted share units were granted on April 1, 2020. Twenty-five percent (25%) of the units vest on April 1, 2021 and the remainder of the units vest on an annual basis over the next three (3) years, provided that the Reporting Person remains an employee of the Issuer on each such vesting date.

10. This option was granted on September 1, 2016. Twenty-five percent (25%) of the shares vested on September 1, 2017 and the remainder of the shares vested on a quarterly basis over the next three (3) years.

11. This option was granted on April 2, 2018. Twenty-five percent (25%) of the shares vested on April 1, 2019, and the remainder of the shares vest on a quarterly basis over the next three (3) years, provided that the Reporting Person remains an employee of the Issuer on each such vesting date.

Remarks:

Exhibit 24 Power of Attorney (incorporated by reference to Power of Attorney filed as Exhibit 24 to Form 3 filed by the Reporting Person on October 1, 2019).

	/s/ Robert P. Nault, Attorney-in-Fact	01/19/2021
	** 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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