Sec Form 4 Filing - WALSH JOHN J JR @ Mimecast Ltd - 2021-04-26

Insider filing report for Changes in Beneficial Ownership
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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
WALSH JOHN J JR
2. Issuer Name and Ticker or Trading Symbol
Mimecast Ltd [ MIME]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Sr. Vice Pres., Engineering
(Last) (First) (Middle)
C/O MIMECAST NORTH AMERICA, INC., 191 SPRING STREET
3. Date of Earliest Transaction (MM/DD/YY)
04/26/2021
(Street)
LEXINGTON, MA02421
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
Ordinary Shares 04/26/2021 M 4,000 A $ 24.45 15,642 D
Ordinary Shares 04/26/2021 S( 1 ) 4,000 D $ 45.5 11,642 D
Restricted Share Units ( 2 ) 14,687 ( 3 ) D
Restricted Share Units ( 2 ) 22,469 ( 4 ) D
Restricted Share Units ( 2 ) 5,500 ( 5 ) D
Restricted Share Units ( 2 ) 850 ( 6 ) D
Restricted Share Units ( 2 ) 825 ( 7 ) 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
Share Option (Right to Buy) $ 24.45 04/26/2021 M 4,000 ( 8 ) 05/01/2027 Ordinary Shares 4,000 $ 0 123,500 ( 8 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WALSH JOHN J JR
C/O MIMECAST NORTH AMERICA, INC.
191 SPRING STREET
LEXINGTON, MA02421
Sr. Vice Pres., Engineering
Signatures
/s/ Robert P. Nault, Attorney-in-Fact 04/27/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 12, 2020.
( 2 )Each restricted share unit represents a contingent right to receive one share of the Issuer's Ordinary Shares.
( 3 )These restricted share units were granted on April 1, 2021. Twenty-five percent (25%) of the units vest on April 1, 2022 and the remainder of the units vest on an annual basis over the next three (3) years, provided that the Reporting Person remains an employee of the Issuer on each such vesting date.
( 4 )These restricted share units were granted on April 1, 2020. Twenty-five percent (25%) of the units vested on April 1, 2021, and the remainder of the units vest on an annual basis over the next three (3) years, provided that the Reporting Person remains an employee of the Issuer on each such vesting date.
( 5 )These restricted share units were granted on April 1, 2019. Twenty-five percent (25%) of the units vested on April 1, 2020, twenty-five percent (25%) of the units vested on April 1, 2021, and the remainder of the units vest on an annual basis over the next two (2) years, provided that the Reporting Person remains an employee of the Issuer on each such vesting date.
( 6 )These restricted share units were granted on June 1, 2018. Twenty-five percent (25%) of the units vested on June 1, 2019, twenty-five percent (25%) of the units vested on June 1, 2020, and the remainder of the units vest on an annual basis over the next two (2) years, provided that the Reporting Person remains an employee of the Issuer on each such vesting date.
( 7 )These restricted share units were granted on April 2, 2018. Twenty-five percent (25%) of the units vested on April 2, 2019, twenty-five percent (25%) of the units vested on April 2, 2020, twenty-five percent (25%) of the units vested on April 2, 2021, and the remainder of the units vest on April 2, 2022, provided that the Reporting Person remains an employee of the Issuer on such vesting date.
( 8 )This option was granted on May 1, 2017. Twenty-five percent (25%) of the shares vested on May 1, 2018 and the remainder of the shares vest on a quarterly basis over the next three (3) years, provided that the Reporting Person remains an employee of the Issuer on such vesting date.

Remarks:
Exhibit 24 Power of Attorney (incorporated by reference to Power of Attorney filed as Exhibit 24 to Form 3 filed by the Reporting Person on April 2, 2018).

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).

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