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Van Houten Christina

Filed: 5 Apr 21, 7:12pm
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*
Van Houten Christina

(Last) (First) (Middle)
C/O MIMECAST NORTH AMERICA, INC.
191 SPRING STREET

(Street)
LEXINGTON MA 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 Strategy Officer
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2021
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)
Code V Amount (A) or (D) Price
Ordinary Shares 04/01/2021 M 5,129(1) A (2) 18,372(3) D
Restricted Share Units(2) 04/01/2021 A 14,687(4) A $0.00 14,687(4) D
Restricted Share Units(2) 04/01/2021 F 1,016(5) D $40.85(6) 9,484(7) D
Restricted Share Units(2) 04/01/2021 M 2,484(8) D (2) 7,000(7) D
Restricted Share Units(2) 04/01/2021 F 1,099(5) D $40.85(6) 13,880(9) D
Restricted Share Units(2) 04/01/2021 M 2,645(8) D (2) 11,235(9) D
Restricted Share Units(2) 12,500(10) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Share Option (Right to Buy) $40.85 04/01/2021 A 31,922(11) (11) 04/01/2031 Ordinary Shares 31,922 $0.00 31,922(11) D
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.
2. Each restricted share unit represents a contingent right to receive one share of the Issuer's Ordinary Shares.
3. Includes 565 Ordinary Shares issued to the Reporting Person on June 30, 2020, under the Mimecast Limited 2015 Employee Share Purchase Plan.
4. These restricted share units were granted on April 1, 2021. Twenty-five percent (25%) of the units vest on April 1, 2022, and the remainder of the units vest on an annual basis over the next three (3) years, provided that the Reporting Person remains an employee of the Issuer on each such vesting date.
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, 2021.
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 and the remainder of the units vest on an annual basis over the next two (2) years, 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 1, 2020. Twenty-five percent (25%) of the units vested on April 1, 2021, and the remainder of the units vest on an annual basis over the next three (3) years, provided that the Reporting Person remains an employee of the Issuer on each such vesting date.
10. These restricted share units were granted on May 1, 2018. Twenty-five percent (25%) of the units vested on May 1, 2019, twenty-five percent of the units vested on May 1, 2020, and the remainder of the units vest on an annual basis over the next two (2) years, provided that the Reporting Person remains an employee of the Issuer on each such vesting date.
11. This option was granted on April 1, 2021. Twenty-five percent (25%) of the shares vest on April 1, 2022, and the remainder of the shares vest on a quarterly basis over the next three (3) years, provided that the Reporting Person remains an employee of the Issuer on each such vesting date.
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 12, 2018).
/s/ Robert P. Nault, Attorney-in-Fact 04/05/2021
** 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).
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