0000899243-22-019233.txt : 20220523 0000899243-22-019233.hdr.sgml : 20220523 20220523165855 ACCESSION NUMBER: 0000899243-22-019233 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: FitzGerald Christopher CENTRAL INDEX KEY: 0001734959 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37637 FILM NUMBER: 22952539 MAIL ADDRESS: STREET 1: C/O MIMECAST LTD, 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 0001734959 FitzGerald Christopher C/O MIMECAST NORTH AMERICA, INC. 191 SPRING STREET LEXINGTON MA 02421 1 0 0 0 Ordinary Shares 2022-05-19 4 D 0 30692 D 0 D Ordinary Shares 2022-05-19 4 D 0 55000 D 0 I By Reporting Person's Spouse 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. Shares held by the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership of these reported securities, and therefore this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose. 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