Statement of Changes of Beneficial Ownership


FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MATTHEWS TERENCE H
2. Issuer Name and Ticker or Trading Symbol

MITEL NETWORKS CORP [ MITL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman of the Board
(Last)          (First)          (Middle)

390 MARCH ROAD, SUITE 110, OTTAWA,
3. Date of Earliest Transaction (MM/DD/YYYY)

12/6/2017
(Street)

K2K 0G7 A6
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Shares   12/6/2017     D    500000   D $7.2118   (1) 3266690   I   Wesley Clover International Corporation   (2) (3)
Common Shares   12/7/2017     D    400000   D $7.1631   (4) 2866690   I   Wesley Clover International Corporation   (2) (3)
Common Shares   12/7/2017     D    50000   D $7.2021   (5) 2816690   I   Wesley Clover International Corporation   (2) (3)
Common Shares   12/7/2017     D    50000   D $7.24   (6) 2766690   I   Wesley Clover International Corporation   (2) (3)
Common Shares                  44584   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  500,000 shares sold on 2017-12-06 were sold at Cdn$9.20 converted to US$7.2118 using the noon exchange rate of The Bank of Canada
(2)  Dr. Matthews owns 100% of the outstanding voting shares of 4293711 Canada Inc. ("4293711 Canada") which in turn owns 99.9% of the outstanding voting shares of Wesley Clover International Corporation ("WCIC") (the remaining 0.01% of the outstanding voting shares of WCIC are owned by the Matthews Family Trust, of which Dr. Matthews is one of three trustees).
(3)  Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of Dr. Matthews and 4293711 Canada may be deemed the beneficial owner of all of the common shares (the "Common Shares") of Mitel Networks Corporation (the "Company") beneficially owned by WCIC. The filing of this Form 4 shall not be construed as an admission that the Reporting Persons share beneficial ownership of these shares, and the Reporting Persons expressly disclaim such beneficial ownership except to the extent of any pecuniary interest therein.
(4)  400,000 shares sold on 2017-12-07 were sold at Cdn$9.20 converted to US$7.1631 using the noon exchange rate of The Bank of Canada
(5)  50,000 shares sold on 2017-12-07 were sold at Cdn$9.25 converted to US$7.2021 using the noon exchange rate of The Bank of Canada
(6)  50,000 shares sold on 2017-12-07 were sold at Cdn$9.299 converted to US$7.24 using the noon exchange rate of The Bank of Canada

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MATTHEWS TERENCE H
390 MARCH ROAD, SUITE 110
OTTAWA,
K2K 0G7 A6
X
Chairman of the Board

Signatures
/s/ Terence H. Matthews 12/8/2017
** 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.
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