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Form 3 MITEL NETWORKS CORP For: Dec 29 Filed by: BALL BENJAMIN

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December 29, 2016 1:56 PM EST
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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 *
BALL BENJAMIN
(Last) (First) (Middle)
ONE LETTERMAN DRIVE, BUILDING C - SUITE
(Street)
SAN FRANCISCO CA 94129
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/29/2016 		3. Issuer Name and Ticker or Trading Symbol
MITEL NETWORKS CORP [ MITL ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares 8,974
D
 
Common Shares 6,281,568
I
Owned by Arsenal HoldCo I S.a.r.l (1) (2) (3) (4) (5)
Common Shares 2,424,602
I
Owned by Arsenal HoldCo II S.a.r.l (1) (2) (3) (6) (7)
Common Shares 72,405
I
Owned by Francisco Partners Management, LLC (1) (2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units   (8)   (8) Common Shares 10,000 (8) I Owned by Francisco Partners Management, LLC (1) (2)
Options (Common Shares) 03/04/2017 03/04/2023 Common Shares 10,000 7.17 I Owned by Francisco Partners Management, LLC (1) (2)
Options (Common Shares) 12/31/2015 05/14/2022 Common Shares 20,000 8.94 I Owned by Francisco Partners Management, LLC (1) (2)
Options (Common Shares) 03/05/2015 03/05/2022 Common Shares 966 9.7 I Owned by Francisco Partners Management, LLC (1) (2)
Options (Common Shares) 11/13/2014 11/13/2021 Common Shares 6,972 9.96 I Owned by Francisco Partners Management, LLC (1) (2)
Options (Common Shares) 08/14/2014 08/14/2021 Common Shares 6,828 9.96 I Owned by Francisco Partners Management, LLC (1) (2)
Options (Common Shares) 05/20/2014 05/20/2021 Common Shares 6,828 10.83 I Owned by Francisco Partners Management, LLC (1) (2)
Options (Common Shares) 02/05/2014 02/05/2021 Common Shares 6,909 8.79 I Owned by Francisco Partners Management, LLC (1) (2)
Options (Common Shares) 12/12/2013 12/12/2020 Common Shares 7,061 9.58 I Owned by Francisco Partners Management, LLC (1) (2)
Options (Common Shares) 09/05/2013 09/05/2020 Common Shares 8,588 4.64 I Owned by Francisco Partners Management, LLC (1) (2)
Options (Common Shares) 07/01/2013 07/01/2020 Common Shares 20,263 3.8 I Owned by Francisco Partners Management, LLC (1) (2)
Options (Common Shares) 03/07/2013 03/07/2020 Common Shares 20,263 3.94 I Owned by Francisco Partners Management, LLC (1) (2)
Options (Common Shares) 12/06/2012 12/06/2019 Common Shares 20,194 3.06 I Owned by Francisco Partners Management, LLC (1) (2)
Options (Common Shares) 09/06/2012 09/06/2019 Common Shares 21,569 2.61 I Owned by Francisco Partners Management, LLC (1) (2)
Options (Common Shares) 06/26/2012 06/26/2019 Common Shares 22,343 4.22 I Owned by Francisco Partners Management, LLC (1) (2)
Options (Common Shares) 03/07/2012 03/07/2019 Common Shares 18,131 3.44 I Owned by Francisco Partners Management, LLC (1) (2)
Options (Common Shares) 12/23/2011 12/23/2018 Common Shares 18,819 3.05 I Owned by Francisco Partners Management, LLC (1) (2)
Options (Common Shares) 09/07/2011 09/07/2018 Common Shares 21,250 3.29 I Owned by Francisco Partners Management, LLC (1) (2)
Options (Common Shares) 07/07/2011 07/07/2018 Common Shares 28,336 4 I Owned by Francisco Partners Management, LLC (1) (2)
Options (Common Shares) 09/16/2011 09/16/2017 Common Shares 62,200 6.5 I Owned by Francisco Partners Management, LLC (1) (2)
Explanation of Responses:
1. Benjamin Ball is a partner of Francisco Partners Management, LLC ("Francisco Partners"), has voting and investment power over the common shares (the "Common Shares") of Mitel Networks Corporation (the "Company") held by each of Francisco Partners Management, LLC, Arsenal HoldCo I S.a.r.l. ("Arsenal I") and Arsenal HoldCo II S.a.r.l. ("Arsenal II"; each of Mr. Ball, Francisco Partners, Arsenal I and Arsenal II, a "Entity", and together, the "Entities"), and therefore may be deemed to beneficially own the Common Shares held by each of Francisco Partners, Arsenal I and Arsenal II. Mr. Ball expressly disclaims such beneficial ownership except to the extent of any pecuniary interest therein.
2. (Continued from footnote 1) In addition, the Entities may be deemed to be a member of a group, within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and may be deemed to share voting and investment power over the Common Shares, and thus be deemed to beneficially own, the Common Shares held by each other Entity. The filing of this Form 3 shall not be construed as an admission that the Entities share beneficial ownership of these shares, and the Entities expressly disclaim such beneficial ownership.
3. Pursuant to Rule 13d-5 of the Exchange Act, by reason of the relationships described herein, Arsenal I and Arsenal II may be deemed to share beneficial ownership of the Common Shares held by Arsenal I and Arsenal II. The filing of this Form 3 shall not be construed as an admission that Arsenal I and Arsenal II beneficially own those shares held by the other Entity.
4. Francisco Partners II (Cayman), L.P. ("FP II Cayman"), as the sole member of Arsenal I, Francisco Partners GP II (Cayman), L.P. ("FP GP II Cayman"), as the general partner of FP II Cayman, and Francisco Partners GP II Management (Cayman) Limited ("FP Management Cayman"), as the general partner of FP GP II Cayman, may also be deemed to share voting and investment power of the Common Shares beneficially owned by Arsenal I. Except to the extent of its interests as sole member of Arsenal I, FP II Cayman expressly disclaims such beneficial ownership and the filing of this Form 3 shall not be construed as an admission that FP II Cayman is a beneficial owner of the Common Shares owned by Arsenal I.
5. (Continued from footnote 4) Except to the extent of its interests as general partner in FP II Cayman, FP GP II Cayman expressly disclaims such beneficial ownership and the filing of this Form 3 shall not be construed as an admission that FP GP II Cayman is a beneficial owner of the Common Shares owned by Arsenal I. Except to the extent of its interests as general partner in FP GP II Cayman, FP Management Cayman expressly disclaims such beneficial ownership and the filing of this Form 3 shall not be construed as an admission that FP Management Cayman is a beneficial owner of the Common Shares owned by Arsenal I.
6. Francisco Partners Parallel Fund II, L.P. ("FP Parallel Fund"), as the controlling member of Arsenal II, Francisco Partners GP II, L.P. ("FP GP II"), as the general partner of FP Parallel Fund, and Francisco Partners GP II Management, LLC ("FP Management"), as the general partner of FP GP II, may also be deemed to share voting and investment power of the Common Shares beneficially owned by Arsenal II.
7. (Continued from footnote 6) Except to the extent of its interests as the controlling member of Arsenal II, FP Parallel Fund expressly disclaims such beneficial ownership and the filing of this Form 3 shall not be construed as an admission that FP Parallel Fund is a beneficial owner of the Common Shares owned by Arsenal II. Except to the extent of its interests as general partner in FP Parallel Fund, FP GP II expressly disclaims such beneficial ownership and the filing of this Form 3 shall not be construed as an admission that FP GP II is a beneficial owner of the Common Shares owned by Arsenal II. Except to the extent of its interest as general partner in FP GP II, FP Management expressly disclaims such beneficial ownership and the filing of this Form 3 shall not be construed as an admission that FP GP II is a beneficial owner of the Common Shares owned by Arsenal II.
8. Represents 10,000 Common Shares of the Company underlying 10,000 Restricted Stock Units ("RSUs") granted to Francisco Partners on March 4, 2016. The RSUs are scheduled to vest on February 28, 2017.
/s/ Benjamin Ball 12/29/2016
** 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 Number.

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