Filing Details

CUSIP No.  60671Q104

 

13G/A

 

Page 2 of 6 Pages

 

(1)

Names of Reporting Persons

 

Turtle Creek Asset Management Inc.

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

(b) ☑

(3)

SEC Use Only

(4)

Citizenship or Place of Organization

 

Canada

 

 

Number of

Shares Beneficially

Owned

by Each

Reporting

Person With

 

(5)

Sole Voting Power

 

8,385,047⁽¹⁾

(6)

Shared Voting Power

 

0

(7)

Sole Dispositive Power

 

8,385,047⁽¹⁾

(8)

Shared Dispositive Power

 

0

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person

 

8,385,097⁽¹⁾

(10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ⃞

(11)

Percent of Class Represented by Amount in Row (9)

 

6.9%⁽¹⁾

(12)

Type of Reporting Person (See Instructions)

 

FI

Item 1(a).

Name of Issuer

Mitel Networks Corporation

Item 1(b).

Address of Issuer's Principal Executive Offices

350 Legget Drive

Ottawa, Ontario K2K 2W7 Canada

Item 2(a).

Name of Person Filing

Turtle Creek Asset Management Inc.

Item 2(b).

Address of Principal Business Office or, if None, Residence

4 King Street West, Suite 1300

Toronto, Ontario M5H 1B6 Canada

Item 2(c).

Citizenship

Canada

Item 2(d).

Title of Class of Securities

Common Stock

Item 2(e).

CUSIP Number

60671Q104

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a)

⃞

Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

(b)

⃞

Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

⃞

Insurance Company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

(d) 

⃞ 

Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

⃞

An investment adviser in accordance with Rule 240.13d-1(b)(1)(ii)(E);

(f)

⃞

An employee benefit plan or endowment fund in accordance with Rule 240.13d-1(b)(1)(ii)(F);

(g)

⃞

A parent holding company or control person in accordance with Rule 240.13d-1(b)(1)(ii)(G);

(h)

⃞

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

⃞

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

⊠

A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k) 

⃞ 

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

If filing in accordance with  Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:  investment advisor

Amount Beneficially Owned

Turtle Creek Asset Management Inc. may be deemed to beneficially own 8,385,047 shares of common stock of the Issuer, which are held by funds for which Turtle Creek Asset Management Inc. is manager, trustee and portfolio advisor.

Item 4(b).

Percent of Class

6.9% based on 121,886,499 shares outstanding as of 12/31/16.

Item 4(c).

Number of shares as to which the Reporting Person has:

sole power to vote or direct the vote:

8,385,047

shared power to vote or direct the vote:

0 

0

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.  N/A

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person

Not applicable.

Item 7.

The Security Being Reported on By the Parent Holding Company

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to investment advisors is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

TURTLE CREEK ASSET MANAGEMENT INC.

/s/ Jeffrey Hebel

By:

Jeffrey Hebel

Title:

Managing Partner