0000899243-22-019254.txt : 20220523
0000899243-22-019254.hdr.sgml : 20220523
20220523170615
ACCESSION NUMBER: 0000899243-22-019254
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220519
FILED AS OF DATE: 20220523
DATE AS OF CHANGE: 20220523
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Schwartz Hagi
CENTRAL INDEX KEY: 0001326427
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37637
FILM NUMBER: 22952691
MAIL ADDRESS:
STREET 1: C/O MIMECAST LIMITED, MIMECAST NA, INC.
STREET 2: 191 SPRING STREET
CITY: LEXINGTON
STATE: MA
ZIP: 02421
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Mimecast Ltd
CENTRAL INDEX KEY: 0001644675
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 000000000
STATE OF INCORPORATION: X0
FISCAL YEAR END: 0331
BUSINESS ADDRESS:
STREET 1: 1 FINSBURY AVENUE
CITY: LONDON
STATE: X0
ZIP: EC2M 2PF
BUSINESS PHONE: 44(0)2078478700
MAIL ADDRESS:
STREET 1: 1 FINSBURY AVENUE
CITY: LONDON
STATE: X0
ZIP: EC2M 2PF
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-05-19
1
0001644675
Mimecast Ltd
MIME
0001326427
Schwartz Hagi
C/O MIMECAST NORTH AMERICA, INC.
191 SPRING STREET
LEXINGTON
MA
02421
1
0
0
0
Ordinary Shares
2022-05-19
4
D
0
10676
D
0
D
Ordinary Shares
2022-05-19
4
D
0
26059
D
0
I
By Schwartz Family Trust
Restricted Share Units
2022-05-19
4
D
0
2742
D
0
D
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.
These shares are held by the Schwartz Family Trust (the "Trust"). The Reporting Person is a beneficiary of the shares held by the Trust and is the sole trustee of the Trust.
Each restricted share unit ("RSU") represents a contingent right to receive one Issuer ordinary share.
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.
These RSUs were granted on October 6, 2021 and vest in full on the one year anniversary of the date of grant.
/s/ Robert P. Nault, Attorney-in-Fact
2022-05-23