Mimecast Form 4 / Rafeal E. Brown ownership change

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^*

Brown Rafeal E.

(Last)

(First)

(Middle)

C/O MIMECAST NORTH AMERICA, INC.

191 SPRING STREET

(Street)

LEXINGTON

02421

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Mimecast Ltd [ MIME ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	05/19/2022		D⁽¹⁾		30,242	D	⁽¹⁾	0	D
Ordinary Shares	05/19/2022		D⁽²⁾		12,500	D	⁽²⁾	0	D
Restricted Share Units⁽²⁾⁽³⁾	05/19/2022		D⁽⁴⁾		12,500⁽⁵⁾	D	⁽⁴⁾	0	D
Restricted Share Units⁽²⁾⁽³⁾	05/19/2022		D⁽⁴⁾		17,227⁽⁶⁾	D	⁽⁴⁾	0	D
Restricted Share Units⁽²⁾⁽³⁾	05/19/2022		D⁽⁴⁾		29,376⁽⁷⁾	D	⁽⁴⁾	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Share Option (Right to Buy)	$47.23	05/19/2022		D⁽⁸⁾⁽⁹⁾			180,000	⁽⁸⁾⁽⁹⁾⁽¹⁰⁾	04/01/2029	Ordinary Shares	180,000	⁽⁸⁾⁽⁹⁾	0	D
Share Option (Right to Buy)	$33.38	05/19/2022		D⁽⁸⁾⁽⁹⁾			80,499	⁽⁸⁾⁽⁹⁾⁽¹¹⁾	04/01/2030	Ordinary Shares	80,499	⁽⁸⁾⁽⁹⁾	0	D
Share Option (Right to Buy)	$40.85	05/19/2022		D⁽⁸⁾⁽⁹⁾			85,127	⁽⁸⁾⁽⁹⁾⁽¹²⁾	04/01/2031	Ordinary Shares	85,127	⁽⁸⁾⁽⁹⁾	0	D

Explanation of Responses:

1. 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.

2. 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.

3. Each restricted share unit ("RSU") represents a contingent right to receive one Issuer ordinary share.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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,

9. (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.

10. 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.

11. 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.

12. 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.

Remarks:

	/s/ Robert P. Nault, Attorney-in-Fact	05/23/2022
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Mimecast (MIME) Form 4Mimecast / Rafeal E. Brown ownership change