Sec Form 4 Filing - MATTHEWS TERENCE H @ 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 MATTHEWS TERENCE H 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) Chairman of the Board (Last) (First) (Middle) 390 MARCH ROAD, SUITE 110 3. Date of Earliest Transaction (MM/DD/YY) 11/30/2018 (Street) OTTAWA, A6K2K 0G7 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 58,754 D $ 11.15 0 D Common Shares ( 1 ) ( 2 ) 11/30/2018 D 1,766,690 D $ 11.15 0 I Wesley Clover International Corporation ( 3 )

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) $ 3.06 11/30/2018 D 18,038 12/06/2012 12/06/2019 Common Shares 18,038 ( 4 ) 0 D Options (Common Shares) $ 3.94 11/30/2018 D 18,313 03/07/2013 03/07/2020 Common Shares 18,313 ( 4 ) 0 D Options (Common Shares) $ 3.8 11/30/2018 D 18,313 07/01/2013 07/01/2020 Common Shares 18,313 ( 4 ) 0 D Options (Common Shares) $ 4.64 11/30/2018 D 16,190 09/05/2013 09/05/2020 Common Shares 16,190 ( 4 ) 0 D Options (Common Shares) $ 9.58 11/30/2018 D 10,146 12/12/2013 12/12/2020 Common Shares 10,146 ( 4 ) 0 D Options (Common Shares) $ 8.79 11/30/2018 D 9,329 02/05/2014 02/05/2021 Common Shares 9,329 ( 4 ) 0 D Options (Common Shares) $ 10.83 11/30/2018 D 9,281 05/20/2014 05/20/2021 Common Shares 9,281 ( 4 ) 0 D Options (Common Shares) $ 9.96 11/30/2018 D 9,281 08/14/2014 08/14/2021 Common Shares 9,281 ( 4 ) 0 D Options (Common Shares) $ 9.96 11/30/2018 D 9,816 11/13/2014 11/13/2021 Common Shares 9,816 ( 4 ) 0 D Options (Common Shares) $ 9.7 11/30/2018 D 3,585 03/05/2015 03/05/2022 Common Shares 3,585 ( 4 ) 0 D Options (Common Shares) $ 8.94 11/30/2018 D 10,000 12/31/2015 05/14/2022 Common Shares 10,000 ( 4 ) 0 D Options (Common Shares) $ 8.94 11/30/2018 D 4,220 05/14/2015 05/14/2022 Common Shares 4,220 ( 4 ) 0 D Options (Common Shares) $ 8.3 11/30/2018 D 4,542 08/12/2015 08/12/2022 Common Shares 4,542 ( 4 ) 0 D Options (Common Shares) $ 8.75 11/30/2018 D 4,307 11/11/2015 11/11/2022 Common Shares 4,307 ( 4 ) 0 D Options (Common Shares) $ 7.17 11/30/2018 D 10,000 03/04/2017 03/04/2023 Common Shares 10,000 ( 4 ) 0 D Options (Common Shares) $ 7.17 11/30/2018 D 5,278 03/04/2016 03/04/2023 Common Shares 5,278 ( 4 ) 0 D Options (Common Shares) $ 6.74 11/30/2018 D 5,674 05/26/2016 05/26/2023 Common Shares 5,674 ( 4 ) 0 D Options (Common Shares) $ 8.12 11/30/2018 D 4,723 08/10/2016 08/10/2023 Common Shares 4,723 ( 4 ) 0 D Options (Common Shares) $ 6.62 11/30/2018 D 5,713 11/09/2016 11/09/2023 Common Shares 5,713 ( 4 ) 0 D Options (Common Shares) $ 6.62 11/30/2018 D 5,674 03/01/2017 03/01/2024 Common Shares 5,674 ( 4 ) 0 D Restricted Stock Units ( 5 ) 11/30/2018 D 14,500 12/31/2018 ( 5 ) Common Shares 14,500 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MATTHEWS TERENCE H 390 MARCH ROAD, SUITE 110 OTTAWA, A6K2K 0G7 X Chairman of the Board Signatures /s/ Terence H Matthews 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 )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). Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of Dr. Matthews and 4293711 Canada may be deemed the beneficial owner of all of the common shares of the Issuer beneficially owned by WCIC. The filing of this Form 4 shall not be construed as an admission that the Reporting Person shares beneficial ownership of these shares, and the Reporting Person expressly disclaims such beneficial ownership except to the extent of any pecuniary interest therein. ( 4 )Pursuant to the Plan of Arrangement, options to purchase common shares 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 14,500 common shares underlying 14,500 restricted stock units granted on May 9, 2018 and would have vested on December 31, 2018 (each a "Non-Exercisable RSU"). Pursuant to the Plan of Arrangement, each restricted share unit 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.

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.