0000899243-22-019245.txt : 20220523 0000899243-22-019245.hdr.sgml : 20220523 20220523170243 ACCESSION NUMBER: 0000899243-22-019245 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: Bauer Peter CENTRAL INDEX KEY: 0001676397 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37637 FILM NUMBER: 22952633 MAIL ADDRESS: STREET 1: CITYPOINT, ONE ROPEMAKER STREET CITY: MOORGATE, LONDON STATE: X0 ZIP: EC2Y 9AW 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 0001676397 Bauer Peter C/O MIMECAST NORTH AMERICA, INC. 191 SPRING STREET LEXINGTON MA 02421 1 1 0 0 Chief Executive Officer Ordinary Shares 2022-05-19 4 D 0 5 D 0 D Ordinary Shares 2022-05-19 4 D 0 574371 D 0 I By Declaration of Trust of Peter Bauer Ordinary Shares 2022-05-19 4 D 0 400000 D 0 I By Declaration of Trust of Peter Bauer Ordinary Shares 2022-05-19 4 D 0 1898577 D 0 I By Rock Trustees Limited Ordinary Shares 2022-05-19 4 D 0 14224 D 0 I By The Bauer Irrevocable Trust - 2020 Restricted Share Units 2022-05-19 4 D 0 4500 D 0 D Share Option (Right to Buy) 9.21 2022-05-19 4 D 0 150000 D 2026-02-01 Ordinary Shares 150000 0 D Share Option (Right to Buy) 21.83 2022-05-19 4 D 0 75000 D 2027-02-01 Ordinary Shares 75000 0 D Share Option (Right to Buy) 34.82 2022-05-19 4 D 0 49000 D 2028-04-02 Ordinary Shares 49000 0 D Share Option (Right to Buy) 47.23 2022-05-19 4 D 0 36000 D 2029-04-01 Ordinary Shares 36000 0 D Share Option (Right to Buy) 33.38 2022-05-19 4 D 0 244997 D 2030-04-01 Ordinary Shares 244997 0 D Share Option (Right to Buy) 40.85 2022-05-19 4 D 0 319229 D 2031-04-01 Ordinary Shares 319229 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. In connection with the Effective Time of the court-sanctioned scheme of arrangement contemplated by the Transaction Agreement and the election by the Reporting Person to participate in the equity of Permira or its affiliates following the Effective Time, the Reporting Person exchanged the legal and beneficial ownership of each ordinary share of Issuer held by the Reporting Person for shares of Magnesium Topco Limited, an affiliate of Permira, prior to the Effective Time. These shares are held by the Declaration of Trust of Peter Bauer. The Reporting Person is a beneficiary, and the sole trustee of, the Declaration of Trust of Peter Bauer. These shares are held by Rock Trustees Limited as trustee of the Butterworth Trust (the "Butterworth Trust"), of which the Reporting Person is a beneficiary. As trustee of the Butterworth Trust, Rock Trustees Limited exercises dispositive power over the shares held therein. The Reporting Person disclaims Section 16 beneficial ownership of the shares held by the Butterworth Trust, except to the extent, if any, of his pecuniary interest therein. These shares are held by The Bauer Irrevocable Trust - 2020 for the benefit of the Reporting Person's children. The Reporting Person disclaims Section 16 beneficial ownership of the shares held by The Bauer Irrevocable Trust - 2020, except to the extent, if any, of his pecuniary interest therein. 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. Each RSU that was outstanding as of immediately prior to the Effective Time and that was not a Vested RSU ("Unvested RSU") was converted into and substituted with a cash award in an amount equal to $80.00 multiplied by the aggregate number of shares underlying such Unvested RSU immediately prior to the Effective Time, in each case subject to the same time-vesting terms and conditions that applied to the substituted Unvested RSU as in effect immediately prior to the Effective Time, including the requirement of continued service with Magnesium Bidco or its affiliates through the applicable vesting date. These RSUs were granted on April 1, 2019. 25% of the shares vested on April 1, 2020 and the remainder of the shares vest on an annual basis over the next 3 years. Each option to purchase Issuer ordinary shares ("Option") that was vested and outstanding, and unexercised as of immediately prior to the Effective Time ("Vested Option") was canceled and extinguished and converted into the right to receive an amount in cash equal to (x) the difference, if any, between $80.00 and the per-share exercise price of such Vested Option, multiplied by (y) the aggregate number of shares underlying such Vested Option, subject to required withholding taxes. Each Option that was outstanding as of immediately prior to the Effective Time and that was not a Vested Option ("Unvested Option") was automatically converted into and substituted with a cash award in an amount equal to (x) the difference, if any, (Continued from Footnote 9) between $80.00 and the per-share exercise price of such Unvested Option, multiplied by (y) the aggregate number of shares underlying such Unvested Option, in each case subject to the same time-vesting terms and conditions that applied to the substituted Unvested Option as in effect immediately prior to the Effective Time, including the requirement of continued service with Magnesium Bidco or its affiliates through the applicable vesting date. This Option was granted on February 1, 2016. 25% of the shares vested on February 1, 2017 and the remainder of the shares vested on a quarterly basis over the next 3 years. This Option was granted on February 1, 2017. 25% of the shares vested on February 1, 2018 and the remainder of the shares vested on a quarterly basis over the next 3 years. This Option was granted on April 2, 2018. 25% of the shares vested on April 2, 2019 and the remainder of the shares vested on a quarterly basis over the next 3 years. This Option was granted on April 1, 2019. 25% of the shares vested on April 1, 2020 and the remainder of the shares vest on a quarterly basis over the next 3 years. This Option was granted on April 1, 2020. 25% of the shares vested on April 1, 2021 and the remainder of the shares vest on a quarterly basis over the next 3 years. This Option was granted on April 1, 2021. 25% of the shares vested on April 1, 2022 and the remainder of the shares vest on a quarterly basis over the next 3 years. /s/ Robert P. Nault, Attorney-in-Fact 2022-05-23