Sec Form 4 Filing - Bevington Graham @ MITEL NETWORKS CORP - 2018-11-30

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 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: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Bevington Graham 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 (Last) (First) (Middle) 350 LEGGET DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 11/30/2018 (Street) OTTAWA, A6K2K 2W7 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 77,957 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Options (Common Shares) $ 4.22 11/30/2018 D 30,000 06/26/2016 06/26/2019 Common Shares 30,000 ( 5 ) 0 D Options (Common Shares) $ 3.8 11/30/2018 D 30,000 07/01/2017 07/01/2020 Common Shares 30,000 ( 5 ) 0 D Options (Common Shares) $ 10.11 11/30/2018 D 25,000 04/03/2018 04/03/2021 Common Shares 25,000 ( 5 ) 0 D Options (Common Shares) $ 9.96 11/30/2018 D 15,000 08/14/2018 08/14/2021 Common Shares 15,000 ( 5 ) 0 D Options (Common Shares) $ 9.7 11/30/2018 D 74,300 ( 3 ) 03/05/2022 Common Shares 74,300 ( 5 ) 0 D Options (Common Shares) $ 7.17 11/30/2018 D 82,500 ( 4 ) 03/04/2023 Common Shares 82,500 ( 5 ) 0 D Performance Stock Units $ 0 11/30/2018 D 32,000 ( 6 ) ( 6 ) Common Shares 32,000 ( 7 ) 0 D Performance Stock Units $ 0 11/30/2018 D 21,394 ( 6 ) ( 6 ) Common Shares 21,394 ( 7 ) 0 D Restricted Stock Units $ 0 11/30/2018 D 17,525 ( 8 ) ( 8 ) Common Shares 17,525 ( 12 ) 0 D Restricted Stock Units $ 0 11/30/2018 D 33,750 ( 9 ) ( 9 ) Common Shares 33,750 ( 12 ) 0 D Restricted Stock Units $ 0 11/30/2018 D 24,000 ( 10 ) ( 10 ) Common Shares 24,000 ( 12 ) 0 D Restricted Stock Units $ 0 11/30/2018 D 21,394 ( 11 ) ( 11 ) Common Shares 21,394 ( 12 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bevington Graham 350 LEGGET DRIVE OTTAWA, A6K2K 2W7 See Remarks Signatures /s/ Graham Bevington 12/04/2018 Signature of Reporting Person Date

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 74,300 options to purchase common shares (the "Options"), of which 65,012 were fully exercisable as of the Closing Date and the remaining 9,288 Options would have vested in equal installments every three months thereafter until March 5, 2019. ( 4 )Represents 82,500 Options, of which 51,562 were fully exercisable as of the Closing Date and the remaining 30,938 Options would have vested in equal installments every three months thereafter until March 4, 2020. ( 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 17,525 common shares underlying 17,525 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 33,750 common shares underlying 33,750 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 24,000 common shares underlying 24,000 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 21,394 common shares underlying 21,394 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, 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.

Remarks: Executive Vice President, Business Development

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.