Sec Form 4 Filing - Touray Mahawa Vanessa @ 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

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1. Name and Address of Reporting Person Touray Mahawa Vanessa 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 8,461 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) $ 9.7 11/30/2018 D 3,300 ( 3 ) 03/05/2022 Common Shares 3,300 ( 4 ) 0 D Restricted Stock Units $ 0 11/30/2018 D 775 ( 5 ) ( 5 ) Common Shares 775 ( 10 ) 0 D Restricted Stock Units $ 0 11/30/2018 D 250 ( 6 ) ( 6 ) Common Shares 250 ( 10 ) 0 D Restricted Stock Units $ 0 11/30/2018 D 3,500 ( 7 ) ( 7 ) Common Shares 3,500 ( 10 ) 0 D Restricted Stock Units $ 0 11/30/2018 D 37,500 ( 8 ) ( 8 ) Common Shares 37,500 ( 10 ) 0 D Restricted Stock Units $ 0 11/30/2018 D 40,000 ( 9 ) ( 9 ) Common Shares 40,000 ( 10 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Touray Mahawa Vanessa 350 LEGGET DRIVE OTTAWA, A6K2K 2W7 See Remarks Signatures /s/ Vanessa Mahawa Touray 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 3,300 options to purchase common shares (the "Options"), of which 2,887 were fully exercisable as of the Closing Date and the remaining 413 Options would have vested on 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 775 common shares underlying 775 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 250 common shares underlying 250 RSUs granted on March 13, 2015. As of the Closing Date, all of these RSUs were Non-Exercisable RSUs and would have vested on March 13, 2019. ( 7 )Represents 3,500 common shares underlying 3,500 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 March 4, 2020. ( 8 )Represents 37,500 common shares underlying 37,500 RSUs granted on March 1, 2017. As of the Closing Date, all of these RSUs were Non-Exercisable RSUs and would have vested in four equal installments annually starting March 1, 2018. ( 9 )Represents 40,000 common shares underlying 40,000 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. This filing also amends the Form 4 filed by this reporting person on March 7, 2018, which inadvertently reported that the number of RSUs granted on February 28, 2018 to this reporting person is 45,000. ( 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.

Remarks: Senior Vice President, Finance

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