X0206 3 2016-12-29 0 0001170534 MITEL NETWORKS CORP MITL 0001269030 BALL BENJAMIN ONE LETTERMAN DRIVE, BUILDING C - SUITE SAN FRANCISCO CA 94129 1 0 0 0 Common Shares 8974 D Common Shares 6281568 I Owned by Arsenal HoldCo I S.a.r.l Common Shares 2424602 I Owned by Arsenal HoldCo II S.a.r.l Common Shares 72405 I Owned by Francisco Partners Management, LLC Restricted Stock Units Common Shares 10000 I Owned by Francisco Partners Management, LLC Options (Common Shares) 7.17 2017-03-04 2023-03-04 Common Shares 10000 I Owned by Francisco Partners Management, LLC Options (Common Shares) 8.94 2015-12-31 2022-05-14 Common Shares 20000 I Owned by Francisco Partners Management, LLC Options (Common Shares) 9.70 2015-03-05 2022-03-05 Common Shares 966 I Owned by Francisco Partners Management, LLC Options (Common Shares) 9.96 2014-11-13 2021-11-13 Common Shares 6972 I Owned by Francisco Partners Management, LLC Options (Common Shares) 9.96 2014-08-14 2021-08-14 Common Shares 6828 I Owned by Francisco Partners Management, LLC Options (Common Shares) 10.83 2014-05-20 2021-05-20 Common Shares 6828 I Owned by Francisco Partners Management, LLC Options (Common Shares) 8.79 2014-02-05 2021-02-05 Common Shares 6909 I Owned by Francisco Partners Management, LLC Options (Common Shares) 9.58 2013-12-12 2020-12-12 Common Shares 7061 I Owned by Francisco Partners Management, LLC Options (Common Shares) 4.64 2013-09-05 2020-09-05 Common Shares 8588 I Owned by Francisco Partners Management, LLC Options (Common Shares) 3.80 2013-07-01 2020-07-01 Common Shares 20263 I Owned by Francisco Partners Management, LLC Options (Common Shares) 3.94 2013-03-07 2020-03-07 Common Shares 20263 I Owned by Francisco Partners Management, LLC Options (Common Shares) 3.06 2012-12-06 2019-12-06 Common Shares 20194 I Owned by Francisco Partners Management, LLC Options (Common Shares) 2.61 2012-09-06 2019-09-06 Common Shares 21569 I Owned by Francisco Partners Management, LLC Options (Common Shares) 4.22 2012-06-26 2019-06-26 Common Shares 22343 I Owned by Francisco Partners Management, LLC Options (Common Shares) 3.44 2012-03-07 2019-03-07 Common Shares 18131 I Owned by Francisco Partners Management, LLC Options (Common Shares) 3.05 2011-12-23 2018-12-23 Common Shares 18819 I Owned by Francisco Partners Management, LLC Options (Common Shares) 3.29 2011-09-07 2018-09-07 Common Shares 21250 I Owned by Francisco Partners Management, LLC Options (Common Shares) 4.00 2011-07-07 2018-07-07 Common Shares 28336 I Owned by Francisco Partners Management, LLC Options (Common Shares) 6.50 2011-09-16 2017-09-16 Common Shares 62200 I Owned by Francisco Partners Management, LLC 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. (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. 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. 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. (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. 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. (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. 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 2016-12-29