Statement of Changes in Beneficial Ownership (4)
05 April 2022 - 6:46AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
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Bauer Peter |
2. Issuer Name and Ticker or Trading Symbol
Mimecast Ltd
[
MIME
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer |
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(Last)
(First)
(Middle)
C/O MIMECAST NORTH AMERICA, INC., 191 SPRING STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/1/2022 |
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(Street)
LEXINGTON, MA 02421
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Ordinary Shares | 4/1/2022 | | M | | 4680 (1) | A | (2) | 4685 (3) | D | |
| Ordinary Shares | 4/2/2022 | | G |
V
| 4680 (4) | D | $0.00 | 5 | D | |
| Restricted Share Units (2) | 4/1/2022 | | F | | 1409 (5) | D | $79.59 (6) | 7591 (7) | D | |
| Restricted Share Units (2) | 4/1/2022 | | M | | 3091 (8) | D | (2) | 4500 (7) | D | |
| Restricted Share Units (2) | 4/2/2022 | | F | | 661 (5) | D | $79.59 (6) | 1589 (9) | D | |
| Restricted Share Units (2) | 4/2/2022 | | M | | 1589 (8) | D | (2) | 0 (9) | D | |
| Ordinary Shares | | | | | | | | 974371 | I | By Declaration of Trust of Peter Bauer (10) |
| Ordinary Shares | | | | | | | | 1898577 | I | By Rock Trustees Limited (11) |
| Ordinary Shares | | | | | | | | 14224 | I | By The Bauer Irrevocable Trust - 2020 (12) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) | The number of Ordinary Shares reflects the aggregate settlement of the two (2) restricted share units reported below upon vesting, net of Ordinary Shares that were retained (but not issued) by the Issuer in satisfaction of tax withholding obligations associated with the vesting of such units on either April 1, 2022 or April 2, 2022. |
| (2) | Each restricted share unit represents a contingent right to receive one share of the Issuer's Ordinary Shares. |
| (3) | The ending Ordinary Share balance in this column reflects the transfer by the Reporting Person in February 2022 of five (5) Ordinary Shares from the Declaration of Trust of Peter Bauer to an account in the name of the Reporting Person. |
| (4) | The reported transaction reflects an immediate gift by the Reporting Person upon issuance of the Ordinary Shares to The Bauer Irrevocable Trust - 2020. |
| (5) | The restricted share units reported as disposed of herein reflect the number of Ordinary Shares underlying the restricted share units that were retained (but not issued) by the Issuer in satisfaction of tax withholding obligations associated with the vesting of such units. |
| (6) | Price reflects the closing price of the Issuer's Ordinary Shares on the Nasdaq Global Select Market on April 1, 2022. |
| (7) | These restricted share units were granted on April 1, 2019. Twenty-five percent (25%) of the units vested on April 1, 2020, twenty-five percent (25%) of the units vested on April 1, 2021, twenty-five percent (25%) of the units vested on April 1, 2022, and the remainder of the units vest on April 1, 2023, provided that the Reporting Person remains an employee of the Issuer on each such vesting date. |
| (8) | The restricted share units reported as disposed of herein were settled for the Issuer's Ordinary Shares upon the vesting of such units (as reported in Row 1 above). |
| (9) | These restricted share units were granted on April 2, 2018 and vested on an annual basis over four (4) years. The units were fully vested on April 2, 2022. |
| (10) | 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. |
| (11) | 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. |
| (12) | 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. |
Remarks:
Exhibit 24 Power of Attorney (incorporated by reference to Power of Attorney filed as Exhibit 24 to Form 3 filed by the Reporting Person on April 2, 2018). |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Bauer Peter
C/O MIMECAST NORTH AMERICA, INC.
191 SPRING STREET
LEXINGTON, MA 02421 | X |
| Chief Executive Officer |
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Signatures
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| /s/ Robert P. Nault, Attorney-in-Fact | | 4/4/2022 |
| **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 control number. |
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