SEC FORM 4

Please wait

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hiscock Gregory James

(Last)

(First)

(Middle)

350 LEGGET DRIVE

(Street)

OTTAWA

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)
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares⁽¹⁾⁽²⁾	11/30/2018		D		13,325	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options (Common Shares)	$10.11	11/30/2018		D			10,000	04/03/2018	04/03/2021	Common Shares	10,000	⁽⁴⁾	0	D
Options (Common Shares)	$9.7	11/30/2018		D			13,200	⁽³⁾	03/05/2022	Common Shares	13,200	⁽⁴⁾	0	D
Restricted Stock Units	$0.00	11/30/2018		D			3,100	⁽⁵⁾	⁽⁵⁾	Common Shares	3,100	⁽¹⁰⁾	0	D
Restricted Stock Units	$0.00	11/30/2018		D			6,000	⁽⁶⁾	⁽⁶⁾	Common Shares	6,000	⁽¹⁰⁾	0	D
Restricted Stock Units	$0.00	11/30/2018		D			18,750	⁽⁷⁾	⁽⁷⁾	Common Shares	18,750	⁽¹⁰⁾⁽¹¹⁾	0	D
Restricted Stock Units	$0.00	11/30/2018		D			750	⁽⁸⁾	⁽⁸⁾	Common Shares	750	⁽¹⁰⁾	0	D
Restricted Stock Units	$0.00	11/30/2018		D			20,000	⁽⁹⁾	⁽⁹⁾	Common Shares	20,000	⁽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. Represents 13,200 options to purchase common shares (the "Options"), of which 11,550 were fully exercisable as of the Closing Date and the remaining 1,650 Options would have vested in equal installments on December 5, 2018 and March 5, 2019.

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 3,100 common shares underlying 3,100 restricted stock units (each an "RSU") granted on March 5, 2015. None of these RSUs were fully exercisable as of the Closing Date (each a "Non-Exercisable RSU") and all of them would have vested on March 5, 2019.

6. Represents 6,000 common shares underlying 6,000 RSUs granted on March 4, 2016. As of the Closing Date, all of these RSUs were Non-Exercisable RSUs and would have vested in two equal installments annually starting March 4, 2019.

7. Represents 18,750 common shares underlying 18,750 RSUs granted on March 1, 2017. As of the Closing Date, 6,250 of these RSUs were fully exercisable (each an "Exercisable RSU") as of March 1, 2018 and the remaining 12,500 RSUs were Non-Exercisable RSUs and would have vested in two equal installments annually starting March 1, 2019.

8. Represents 750 common shares underlying 750 RSUs granted on April 7, 2017. As of the Closing Date, all of these RSUs were Non-Exercisable RSUs and would have vested in three equal installments annually starting April 7, 2019.

9. Represents 20,000 common shares underlying 20,000 RSUs granted on February 28, 2018. As of the Closing Date, all of these RSUs were Non-Exercisable RSUs and would have vested in four equal installments annually starting February 28, 2019.

10. Pursuant to the Plan of Arrangement, each Non-Exercisable RSU was cancelled in exchange for the right to receive US$11.15 in cash, less any applicable withholding taxes, following the date such Non-Exercisable RSUs would have vested in accordance with their terms, subject to the Reporting Person's continued employment through such date.

11. Pursuant to the Plan of Arrangement, each Exercisable RSU was cancelled in exchange for the right to receive US$11.15 in cash, less any applicable withholding taxes.

Remarks:

Mr. Hiscock's title is Vice President, General Counsel and Corporate Secretary.

	/s/ Gregory James Hiscock	12/04/2018
	** 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).
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.