Statement of Changes in Beneficial Ownership (4)
May 23 2022 - 4:05PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Anderson Karen M. |
2. Issuer Name and Ticker or Trading Symbol
Mimecast Ltd
[
MIME
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Human Resources Officer |
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(Last)
(First)
(Middle)
C/O MIMECAST NORTH AMERICA, INC., 191 SPRING STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/19/2022 |
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(Street)
LEXINGTON, MA 02421
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Ordinary Shares | 5/19/2022 | | D(1) | | 8649 | D | (1) | 0 | D | |
| Restricted Share Units (2) | 5/19/2022 | | D(3) | | 6250 (4) | D | (3) | 0 | D | |
| Restricted Share Units (2) | 5/19/2022 | | D(3) | | 6366 (5) | D | (3) | 0 | D | |
| Restricted Share Units (2) | 5/19/2022 | | D(3) | | 9180 (6) | D | (3) | 0 | D | |
| Restricted Share Units (2) | 5/19/2022 | | D(3) | | 9400 (7) | D | (3) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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) | $40.00 | 5/19/2022 | | D (8)(9) | | | 39066 | (8)(9)(10) | 2/1/2029 | Ordinary Shares | 39066 | (8)(9) | 0 | D | |
| Share Option (Right to Buy) | $33.38 | 5/19/2022 | | D (8)(9) | | | 18594 | (8)(9)(11) | 4/1/2030 | Ordinary Shares | 18594 | (8)(9) | 0 | D | |
| Share Option (Right to Buy) | $40.85 | 5/19/2022 | | D (8)(9) | | | 26602 | (8)(9)(12) | 4/1/2031 | Ordinary Shares | 26602 | (8)(9) | 0 | D | |
| Explanation of Responses: |
| (1) | Pursuant to the terms of that certain Transaction Agreement between Magnesium Bidco Limited ("Magnesium Bidco") and Mimecast Limited ("Issuer"), dated December 7, 2021 (the "Transaction Agreement"), Magnesium Bidco agreed to acquire all of the issued and to be issued ordinary shares of Issuer for $80.00 per ordinary share by means of a court-sanctioned scheme of arrangement (the "Scheme"). At the effective time of the Scheme on May 19, 2022 (the "Effective Time"), each ordinary share then outstanding was automatically transferred from Issuer's shareholders to Magnesium Bidco in accordance with the Scheme and the Transaction Agreement, and Issuer's shareholders ceased to have any rights with respect to the Issuer ordinary shares, except their rights under the Scheme, including their right to receive $80.00 per ordinary share, subject to required withholding taxes. |
| (2) | Each restricted share unit ("RSU") represents a contingent right to receive one Issuer ordinary share. |
| (3) | At the Effective Time, each RSU that was vested and outstanding as of immediately prior to the Effective Time ("Vested RSU") was canceled and converted into the right to receive an amount in cash equal to $80.00 multiplied by the aggregate number of shares subject to such Vested RSU, subject to required withholding taxes. Each RSU that was outstanding as of immediately prior to the Effective Time and that was not a Vested RSU ("Unvested RSU") was converted into and substituted with a cash award in an amount equal to $80.00 multiplied by the aggregate number of shares underlying such Unvested RSU immediately prior to the Effective Time, in each case subject to the same time-vesting terms and conditions that applied to the substituted Unvested RSU as in effect immediately prior to the Effective Time, including the requirement of continued service with Magnesium Bidco or its affiliates through the applicable vesting date. |
| (4) | These RSUs were granted on February 1, 2019. 25% of the shares vested on February 1, 2020 and the remainder of the shares vest on an annual basis over the next 3 years. |
| (5) | These RSUs were granted on April 1, 2020. 25% of the shares vested on April 1, 2021 and the remainder of the shares vest on an annual basis over the next 3 years. |
| (6) | These RSUs were granted on April 1, 2021. 25% of the shares vested on April 1, 2022 and the remainder of the shares vest on an annual basis over the next 3 years. |
| (7) | These RSUs were granted on July 1, 2021. 25% of the shares vested on July 1, 2022 and the remainder of the shares vest on an annual basis over the next 3 years. |
| (8) | Each option to purchase Issuer ordinary shares ("Option") that was vested and outstanding, and unexercised as of immediately prior to the Effective Time ("Vested Option") was canceled and extinguished and converted into the right to receive an amount in cash equal to (x) the difference, if any, between $80.00 and the per-share exercise price of such Vested Option, multiplied by (y) the aggregate number of shares underlying such Vested Option, subject to required withholding taxes. Each Option that was outstanding as of immediately prior to the Effective Time and that was not a Vested Option ("Unvested Option") was automatically converted into and substituted with a cash award in an amount equal to (x) the difference, if any, |
| (9) | (Continued from Footnote 8) between $80.00 and the per-share exercise price of such Unvested Option, multiplied by (y) the aggregate number of shares underlying such Unvested Option, in each case subject to the same time-vesting terms and conditions that applied to the substituted Unvested Option as in effect immediately prior to the Effective Time, including the requirement of continued service with Magnesium Bidco or its affiliates through the applicable vesting date. |
| (10) | This Option was granted on February 1, 2019. 25% of the shares vested on February 1, 2020 and the remainder of the shares vest on a quarterly basis over the next 3 years. |
| (11) | This Option was granted on April 1, 2020. 25% of the shares vested on April 1, 2021 and the remainder of the shares vest on a quarterly basis over the next 3 years. |
| (12) | This Option was granted on April 1, 2021. 25% of the shares vested on April 1, 2022 and the remainder of the shares vest on a quarterly basis over the next 3 years. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Anderson Karen M.
C/O MIMECAST NORTH AMERICA, INC.
191 SPRING STREET
LEXINGTON, MA 02421 |
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| Chief Human Resources Officer |
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Signatures
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| /s/ Robert P. Nault, Attorney-in-Fact | | 5/23/2022 |
| **Signature of Reporting Person | 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 control number. |
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