SEC FORM 4 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*
McCarthy Michael William

(Last) (First) (Middle)
350 LEGGET DRIVE

(Street)
OTTAWA A6 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
Officer (give title below) X Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
11/30/2018
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(1)(2) 11/30/2018 D 8,968 D $11.15 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
Options (Common Shares) $5.91 11/30/2018 D 20,000 09/27/2017 09/27/2020 Common Shares 20,000 (4) 0 D
Options (Common Shares) $10.11 11/30/2018 D 7,500 04/03/2018 04/03/2021 Common Shares 7,500 (4) 0 D
Options (Common Shares) $9.7 11/30/2018 D 7,218 (3) 03/05/2022 Common Shares 7,218 (3) 0 D
Restricted Stock Units $0.00 11/30/2018 J 1,939 (5) (5) Common Shares 1,939 (10) 0 D
Restricted Stock Units $0.00 11/30/2018 J 3,250 (6) (6) Common Shares 3,250 (10) 0 D
Restricted Stock Units $0.00 11/30/2018 J 11,250 (7) (7) Common Shares 11,250 (10) 0 D
Restricted Stock Units $0.00 11/30/2018 J 750 (8) (8) Common Shares 750 (10) 0 D
Restricted Stock Units $0.00 11/30/2018 J 25,000 (9) (9) Common Shares 25,000 (10) 0 D
Explanation of Responses:
1. On November 30, 2018 (the "Closing Date"), MLN AcquisitionCo ULC (the "Purchaser") acquired all of the outstanding common shares of Mitel Networks Corporation (the "Issuer") under a plan of arrangement under the Canada Business Corporations Act (the "Plan of Arrangement"), and Issuer became a wholly owned subsidiary of the Purchaser, an entity currently owned and controlled by funds affiliated with Searchlight Capital Partners, L.P., a private equity investment group.
2. Pursuant to the Plan of Arrangement, each common share was transferred to the Purchaser in exchange for the right to receive US$11.15 in cash, without interest and less any applicable withholding taxes.
3. 8,250 options to purchase common shares (the "Options") were granted on March 5, 2015. 1,032 Options, which were unvested, were cancelled upon resignation of the reporting person. The remaining 7,218 Options, which were vested, were cancelled on November 30, 2018 in exchange for the right to receive an amount equal to the excess, if any, of US$11.15 over the exercise price of such option, less any applicable withholding taxes, pursuant to the Plan of Arrangement.
4. Pursuant to the Plan of Arrangement, Options were cancelled in exchange for the right to receive an amount equal to the excess, if any, of US$11.15 over the exercise price of such option, less any applicable withholding taxes
5. Represents 1,939 common shares underlying 1,939 restricted stock units (each an "RSU") granted on March 5, 2015.
6. Represents 3,250 common shares underlying 3,250 RSUs granted on March 4, 2016.
7. Represents 11,250 common shares underlying 11,250 RSUs granted on March 1, 2017.
8. Represents 750 common shares underlying 750 RSUs granted on April 7, 2017.
9. Represents 25,000 common shares underlying 25,000 RSUs granted on February 28, 2018.
10. The RSUs, which were unvested, were cancelled upon resignation of the reporting person.
Remarks:
Resigned as Vice President, Investor Relations on 11/27/2018
/s/ Michael William McCarthy 12/04/2018
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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