SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
TOLONEN JAMES R
(Last) (First) (Middle)
C/O MOBILEIRON, INC.
490 E. MIDDLEFIELD ROAD
(Street)
MOUNTAIN VIEW CA 94043
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MOBILEIRON, INC. [ MOBL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/01/2020
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 Stock 12/01/2020 D 36,929(1) D $7.05 0 D
Common Stock 12/01/2020 D 172,518(2) D $7.05 0 I By Trust(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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 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: 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
Stock Option (Right to Buy) $4.55 12/01/2020 D 3,571 (4) 10/16/2023 Common Stock 3,571 $2.5(4) 0 D
Stock Option (Right to Buy) $5.77 12/01/2020 D 114,112 (5) 02/26/2024 Common Stock 114,112 $1.28(5) 0 D
Stock Option (Right to Buy) $6.31 12/01/2020 D 48,100 (6) 06/24/2025 Common Stock 48,100 $0.74(6) 0 D
Explanation of Responses:
1. Represents 36,929 shares of common stock that were disposed of at the effective time of the merger (the "Merger") contemplated by the merger agreement, dated as of September 26, 2020, by and between the Issuer, Ivanti, Inc. and Oahu Merger Sub, Inc. (the "Merger Agreement") in exchange for a cash payment of $7.05 per share. These securities were restricted stock units ("RSUs") that represented the Reporting Person's right to receive the Issuer's common stock. Pursuant to the Merger Agreement, the RSUs were subject to acceleration of vesting, cancelled and converted automatically into the right to receive a cash payment of $7.05 per share, subject to any required withholding of taxes.
2. Represents 172,518 shares of common stock that were disposed of at the effective time of the Merger, contemplated by the Merger Agreement, in exchange for a cash payment of $7.05 per share.
3. Shares are held directly by James R. Tolonen and Ginger Tolonen TTEE Tolonen Family Trust Uad 9/26/96, of which Reporting Person is a co-trustee.
4. This option, which vested at the rate of 1/24 of the total number of shares underlying the option ("Option Shares") on each monthly anniversary of October 17, 2013, subject to continued service on each such monthly anniversary, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $8,927.50, representing the difference between the per share exercise price of the option and the $7.05 per share merger consideration.
5. This option, which vested at the rate of 25% of the total number of Option Shares on December 13, 2014, and then at the rate of 1/48 of the total number of Option Shares on each monthly anniversary thereafter, subject to continued service on each such monthly anniversary, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $146,291.58, representing the difference between the per share exercise price of the option and the $7.05 per share merger consideration.
6. This option, which vested upon the earlier of (i) the date of Issuer's 2016 annual meeting of stockholders or (ii) one year from the date of grant, subject to continued service on each such monthly anniversary, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $35,594, representing the difference between the per share exercise price of the option and the $7.05 per share merger consideration.
Remarks:
/s/ David Manshardt, as attorney in fact 12/03/2020
** 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).
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