Heather Bentley - May 19, 2022 Form 4 Insider Report for Mimecast Ltd (MIME)

Signature
/s/ Robert P. Nault, Attorney-in-Fact
Stock symbol
MIME
Transactions as of
May 19, 2022
Transactions value $
$0
Form type
4
Date filed
5/23/2022, 05:02 PM
Previous filing
Apr 4, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MIME Ordinary Shares Disposed to Issuer -9.44K -100% 0 May 19, 2022 Direct F1
transaction MIME Restricted Share Units Disposed to Issuer -12.5K -100% 0 May 19, 2022 Direct F2, F3, F4
transaction MIME Restricted Share Units Disposed to Issuer -2.25K -100% 0 May 19, 2022 Direct F2, F3, F5
transaction MIME Restricted Share Units Disposed to Issuer -9.18K -100% 0 May 19, 2022 Direct F2, F3, F6
transaction MIME Restricted Share Units Disposed to Issuer -9.4K -100% 0 May 19, 2022 Direct F2, F3, F7

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction MIME Share Option (Right to Buy) Disposed to Issuer -75K -100% 0 May 19, 2022 Ordinary Shares 75K $43.43 Direct F8, F9, F10
transaction MIME Share Option (Right to Buy) Disposed to Issuer -10.5K -100% 0 May 19, 2022 Ordinary Shares 10.5K $33.38 Direct F8, F9, F11
transaction MIME Share Option (Right to Buy) Disposed to Issuer -26.6K -100% 0 May 19, 2022 Ordinary Shares 26.6K $40.85 Direct F8, F9, F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Heather Bentley is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 Each restricted share unit ("RSU") represents a contingent right to receive one Issuer ordinary share.
F3 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.
F4 These RSUs were granted on December 2, 2019. 25% of the shares vested on December 1, 2020 and the remainder of the shares vest on an annual basis over the next 3 years.
F5 These RSUs were granted on April 1, 2020. 25% of the shares vested on April 1, 2021 and the remainder of the shares vest on an annual basis over the next 3 years.
F6 These RSUs were granted on April 1, 2021. 25% of the shares vested on April 1, 2022 and the remainder of the shares vest on an annual basis over the next 3 years.
F7 These RSUs were granted on July 1, 2021. 25% of the shares vested on July 1, 2022 and the remainder of the shares vest on an annual basis over the next 3 years.
F8 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,
F9 (Continued from Footnote 8) 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.
F10 This Option was granted on December 2, 2019. 25% of the shares vested on December 1, 2020 and the remainder of the shares vest on a quarterly basis over the next 3 years.
F11 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.
F12 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.