Edgar Filing: MCBEE RICHARD D

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MCBEE RICHARD D

2. Issuer Name and Ticker or Trading Symbol
MITEL NETWORKS CORP [MITL]

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
See Remarks

(Last)

(First)

(Middle)

350 LEGGET DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2018

(Street)

OTTAWA, A6 K2K 2W7

4. If Amendment, Date 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

(City)

(State)

(Zip)

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		402,035	D	$ 11.15	0	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options (Common Shares)

$ 4.22

11/30/2018

56,250

06/26/2016

06/26/2019

Common Shares

56,250

⁽⁵⁾

Options (Common Shares)

$ 3.8

11/30/2018

61,000

07/01/2017

07/01/2020

Common Shares

61,000

⁽⁵⁾

Options (Common Shares)

$ 10.11

11/30/2018

250,000

04/03/2018

04/03/2021

Common Shares

250,000

⁽⁵⁾

Options (Common Shares)

$ 9.7

11/30/2018

250,000

⁽³⁾

03/05/2022

Common Shares

250,000

⁽⁵⁾

Options (Common Shares)

$ 7.17

11/30/2018

280,500

⁽⁴⁾

03/04/2023

Common Shares

280,500

⁽⁵⁾

Performance Stock Units

$ 0

11/30/2018

217,000

⁽⁶⁾

Common Shares

217,000

⁽⁷⁾

Performance Stock Units

$ 0

11/30/2018

244,499

⁽⁶⁾

Common Shares

244,499

⁽⁷⁾

Restricted Stock Units

$ 0

11/30/2018

58,314

⁽⁸⁾

Common Shares

58,314

⁽¹²⁾

Restricted Stock Units

$ 0

11/30/2018

114,750

⁽⁹⁾

Common Shares

114,750

⁽¹²⁾

Restricted Stock Units

$ 0

11/30/2018

162,750

⁽¹⁰⁾

Common Shares

162,750

⁽¹²⁾

Restricted Stock Units

$ 0

11/30/2018

244,499

⁽¹¹⁾

Common Shares

244,499

⁽¹²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MCBEE RICHARD D 350 LEGGET DRIVE OTTAWA, A6 K2K 2W7	X		See Remarks

Signatures

/s/ Richard D. McBee		12/04/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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 250,000 options to purchase common shares (the "Options"), of which 218,750 were fully exercisable as of the Closing Date and the remaining 31,250 Options would have vested in equal installments every three months thereafter until March 5, 2019. Pursuant to the Plan of Arrangement, the unvested 31,250 Options were accelerated and became fully vested and exercisable as of the Closing Date.
(4)	Represents 280,500 Options, of which 175,312 were fully exercisable as of the Closing Date and the remaining 105,188 Options would have vested in equal installments every three months thereafter until March 4, 2020. Pursuant to the Plan of Arrangement, the unvested 105,188 Options were accelerated and became fully vested and exercisable as of the Closing Date.
(5)	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.
(6)	Date exercisable for each performance share unit ("PSU") will vary for each vesting tranche based on achievement of share price performance milestones. The PSUs will expire three years from the date of grant.
(7)	Pursuant to the Plan of Arrangement, each PSU was cancelled in consideration for the right to receive US$11.15 in cash per common share subject to such PSU, as calculated in accordance with the Plan of Arrangement, less any applicable withholding taxes.
(8)	Represents 58,314 common shares underlying 58,314 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.
(9)	Represents 114,750 common shares underlying 114,750 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 on March 4, 2019 and on March 4, 2020.
(10)	Represents 162,750 common shares underlying 162,750 RSUs granted on March 1, 2017. As of the Closing Date, all of these RSUs were Non-Exercisable RSUs and would have vested in three equal installments on March 1, 2019, March 1, 2020 and on March 1, 2021.
(11)	Represents 244,499 common shares underlying 244,499 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.
(12)	Pursuant to the Plan of Arrangement, the unvested Non-Exercisable RSUs were accelerated and became fully vested and exercisable as of the Closing Date and each Non-Exercisable RSU was cancelled in exchange for the right to receive US$11.15 in cash, less any applicable withholding taxes.
Remarks: President and Chief Executive Officer

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.