Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  MATTHEWS TERENCE H
2. Date of Event Requiring Statement (Month/Day/Year)
12/21/2016
3. Issuer Name and Ticker or Trading Symbol
MITEL NETWORKS CORP [MITL]
(Last)
(First)
(Middle)
390 MARCH ROAD, SUITE 110
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman of the Board
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

OTTAWA, A6 K2K 0G7
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 31,311
D
 
Common Shares 6,988,590
I
Kanata Research Park Corporation (1) (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
Restricted Stock Units   (3)   (3) Common Shares 10,000 $ (3) D  
Options (Common Shares) 12/06/2012 12/06/2019 Common Shares 18,038 $ 3.06 D  
Options (Common Shares) 03/07/2013 03/07/2020 Common Shares 18,313 $ 3.94 D  
Options (Common Shares) 07/01/2013 07/01/2020 Common Shares 18,313 $ 3.8 D  
Options (Common Shares) 09/05/2013 09/05/2020 Common Shares 16,190 $ 4.64 D  
Options (Common Shares) 12/12/2013 12/12/2020 Common Shares 10,146 $ 9.58 D  
Options (Common Shares) 02/05/2014 02/05/2021 Common Shares 9,329 $ 8.79 D  
Options (Common Shares) 05/20/2014 05/20/2021 Common Shares 9,281 $ 10.83 D  
Options (Common Shares) 08/14/2014 08/14/2021 Common Shares 9,281 $ 9.96 D  
Options (Common Shares) 11/13/2014 11/13/2021 Common Shares 9,816 $ 9.96 D  
Options (Common Shares) 03/05/2015 03/05/2022 Common Shares 3,585 $ 9.7 D  
Options (Common Shares) 12/31/2015 05/14/2022 Common Shares 10,000 $ 8.94 D  
Options (Common Shares) 05/14/2015 05/14/2022 Common Shares 4,220 $ 8.94 D  
Options (Common Shares) 08/12/2015 08/12/2022 Common Shares 4,542 $ 8.3 D  
Options (Common Shares) 11/11/2015 11/11/2022 Common Shares 4,307 $ 8.75 D  
Options (Common Shares) 03/04/2017 03/04/2023 Common Shares 10,000 $ 7.17 D  
Options (Common Shares) 03/04/2016 03/04/2023 Common Shares 5,278 $ 7.17 D  
Options (Common Shares) 05/26/2016 05/26/2023 Common Shares 5,674 $ 6.74 D  
Options (Common Shares) 08/10/2016 08/10/2023 Common Shares 4,723 $ 8.12 D  
Options (Common Shares) 11/09/2016 11/09/2023 Common Shares 5,713 $ 6.62 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MATTHEWS TERENCE H
390 MARCH ROAD, SUITE 110
OTTAWA, A6 K2K 0G7
  X     Chairman of the Board  

Signatures

/s/ Dr. Terence Hedley Matthews 12/21/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Dr. Matthews owns 100% of the outstanding voting shares of 4293711 Canada Inc. ("4293711 Canada") which in turn owns 99.9% of the outstanding voting shares of Wesley Clover International Corporation ("WCIC") (the remaining 0.01% of the outstanding voting shares of WCIC are owned by the Matthews Family Trust, of which Dr. Matthews is one of three trustees). WCIC owns 100% of the outstanding voting shares of Kanata Research Park Corporation ("Kanata"). On January 1, 2017, Kanata will amalgamate into WCIC.
(2) Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of Dr. Matthews, WCIC and 4293711 Canada may be deemed the beneficial owner of all of the common shares (the "Common Shares") of Mitel Networks Corporation (the "Company") beneficially owned by Kanata (and, after January 1, 2017, those shares beneficially owned by WCIC). The filing of this Form 3 shall not be construed as an admission that the Reporting Persons share beneficial ownership of these shares, and the Reporting Persons expressly disclaim such beneficial ownership except to the extent of any pecuniary interest therein.
(3) Represents 10,000 Common Shares of the Company underlying 10,000 Restricted Stock Units ("RSUs") granted to Dr. Matthews on March 4, 2016. The RSUs are scheduled to vest on February 28, 2017.

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