UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 224, 2020

MobileIron, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-36471		26-0866846
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

MobileIron, Inc.

490 East Middlefield Road

Mountain View, California 94043

(Address of principal executive offices, including zip code)

(650) 919-8100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $.0001 per share		MOBL		Nasdaq

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $.0001 per share		MOBL		NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

8Item 5.0107. ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

AsOn ~~previously~~November ~~reported~~24, ~~on September 26,~~ 2020, MobileIron, Inc., a Delaware corporation (the “Company” or “MobileIron”), ~~entered~~held ~~into~~a anspecial ~~Agreement~~meeting ~~and Plan~~ of ~~Merger (~~the ~~“Merger~~Company’s ~~Agreement”)~~stockholders ~~with~~at 10:00 ~~Ivanti, Inc~~a.m., Pacific Time by means of a ~~Delaware~~live ~~corporation~~interactive webcast on the Internet (the “~~Parent~~MobileIron Special Meeting”),. As ~~and~~of ~~Oahu~~the ~~Merger~~close ~~Sub~~of business on October 23, ~~Inc.~~2020, athe ~~Delaware~~Company’s ~~corporation~~record ~~and~~date afor ~~wholly-owned~~the ~~subsidiary~~MobileIron ofSpecial ~~Parent (“Merger~~Meeting, ~~Sub”~~there ~~and,~~were ~~together~~a ~~with~~total of ~~Parent~~118,584,315 ~~the~~shares ~~“Buyer~~of ~~Parties”).~~common ~~The~~stock, ~~Merger~~par ~~Agreement~~value ~~provides~~$.0001 ~~that,~~per ~~subject~~share to (the ~~terms~~“MobileIron common stock”), outstanding and ~~conditions~~entitled ~~set~~to ~~forth~~vote inat the ~~Merger Agreement,~~MobileIron ~~Merger~~Special ~~Sub~~Meeting. At ~~will~~the ~~merge~~MobileIron ~~with~~Special ~~and~~Meeting, ~~into~~76,967,593 ~~the~~shares ~~Company~~of ~~(the~~MobileIron ~~“Merger”),~~common ~~with~~stock were ~~the~~present ~~Company~~or ~~surviving~~represented ~~the~~by ~~Merger~~proxy, and ~~becoming~~therefore, a ~~wholly~~quorum ~~owned~~was ~~subsidiary of Parent~~present.

The ~~Merger~~results isof ~~subject to~~ the ~~satisfaction~~matters orvoted ~~waiver~~upon ofat ~~certain~~the ~~closing~~MobileIron ~~conditions~~Special ~~including~~Meeting, ~~among~~which ~~other~~are ~~things,~~more ~~the~~fully ~~expiration~~described orin ~~termination~~the ofCompany’s ~~the~~Definitive ~~applicable~~Proxy ~~waiting~~Statement on ~~period~~Schedule ~~under~~14A as filed with the ~~Hart-Scott-Rodino~~Securities ~~Antitrust~~and ~~Improvements~~Exchange ~~Act~~Commission of(“SEC”) ~~1976~~on October 26, 2020, as ~~amended~~supplemented (by the ~~“HSR~~Supplement ~~Waiting~~to ~~Period”).~~the ~~The~~Proxy ~~HSR~~Statement, ~~Waiting~~filed ~~Period~~with ~~expired~~the SEC on November 24, 2020 at(as ~~11:59~~supplemented, pthe “Proxy Statement”), are set forth below.m. ~~Eastern~~There ~~Time~~were no broker non-votes with respect to any of the proposals.

~~Subject~~Proposal to1: ~~obtaining~~A ~~MobileIron~~proposal ~~stockholder~~to adopt ~~approval~~the Agreement and ~~the~~Plan ~~satisfaction~~ of ~~other~~Merger, ~~closing~~dated ~~conditions~~September 26, 2020 (as it may be amended from time to time in accordance with its terms, the “Merger Agreement”), ~~the~~by ~~Company~~and ~~currently~~among ~~expects~~MobileIron, toIvanti, ~~complete~~Inc. ~~the~~(“Parent”) and Oahu Merger Sub, Inc., which is a ~~later~~ wholly inowned subsidiary of Parent (“Merger Sub”) pursuant to which Merger Sub will be merged with and into MobileIron (the ~~current~~“Merger”), ~~quarter~~with orMobileIron ~~early~~continuing as the surviving corporation in the ~~first~~Merger ~~quarter~~and becoming a wholly owned subsidiary of Parent ~~2021~~(the “Merger Proposal”). The votes regarding the Merger Proposal were as follows:

How to Find Further Information

For		Against		Abstain
70,492,614		6,365,301		109,678

~~This~~Proposal ~~communication~~2: ~~does~~A ~~not~~proposal ~~constitute a solicitation of any vote or approval in connection with the proposed acquisition of MobileIron, Inc. (“MobileIron”) by Ivanti,~~to ~~Inc. (the “Merger”). In connection with the proposed Merger~~ approve, ~~MobileIron~~on ~~has filed~~ a ~~proxy statement with the Securities and Exchange Commission (“SEC”). Beginning on October 26~~non-binding, ~~2020,~~advisory ~~MobileIron mailed the proxy statement to its stockholders. BEFORE MAKING ANY VOTING DECISION~~basis, WE URGE STOCKHOLDERS TO READ THE PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT MOBILEIRON AND THE PROPOSED MERGER. The proposals for the ~~Merger~~compensation that will beor ~~made~~may ~~solely~~become ~~through~~payable ~~the~~by ~~proxy statement. In addition, a copy of~~ the ~~proxy statement~~Company ~~may be obtained free of charge from Investor Relations Department at MobileIron, Inc., 490 East Middlefield Road, Mountain View, CA 94043. Security holders also are able~~ to ~~obtain,~~its ~~free~~named ofexecutive ~~charge,~~officers ~~copies of the proxy statement and any other documents filed by MobileIron with the SEC~~ in connection with the ~~proposed~~ Merger at (the ~~SEC’s~~“Merger-Related ~~website~~Compensation ~~at http://www~~Proposal”).~~sec.gov,~~ The ~~and~~votes atregarding the Merger-Related ~~companies’~~Compensation ~~website~~Proposal atwere ~~www.mobileiron.com.~~as follows:

Forward-Looking Statements

For		Against		Abstain
66,274,844		8,761,678		1,931,071

~~This~~As ~~Current~~there ~~Report~~were onsufficient ~~Form~~votes ~~8-K~~to ~~contains~~approve ~~forward-looking statements within~~ the ~~meaning~~Merger ~~of Section 27A of the Securities Act of 1933~~Proposal, asstockholder ~~amended,~~action ~~and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based~~ on ~~current expectations, estimates and projections about, among others,~~ the ~~transactions~~proposal described in this Current Report on Form 8-K. While the Company’s management believes the assumptions underlying its forward-looking statements and information are reasonable, such information is necessarily subject to ~~uncertainties~~approve ~~and~~any ~~may~~adjournment ~~involve certain risks, many~~ of ~~which are difficult to predict and are beyond~~ the ~~control of~~MobileIron ~~the~~Special ~~Company’s~~Meeting ~~management. These risks include, but are not limited~~ to: ~~(1)~~a ~~the~~later ~~occurrence~~date ofor ~~any event~~time, ~~change~~if ornecessary other circumstances that could give rise to the termination of the Merger Agreement; (2) the outcome of any legal proceedings that may be instituted against the Company and others following announcement of the Merger Agreement; (3) the inability to complete the Merger due to the failure to obtain stockholder approval or ~~the~~appropriate, ~~failure~~ to ~~satisfy~~solicit ~~other~~additional ~~conditions~~proxies ~~to completion of the Merger; (4) risks that the proposed transaction disrupts current plans and operations and the potential difficulties~~ in ~~employee~~favor ~~retention as a result~~ of the ~~Merger;~~approval ~~(5) the impact, if any,~~ of the ~~announcement or pendency of the~~ Merger ~~on the Company’s relationships with customers; (6) the amount of the costs~~, ~~fees,~~as ~~expenses~~more ~~and~~fully ~~charges~~described ~~related to the Merger and the actual terms of certain financings that will be obtained for the Merger; and (7) other risks that are set forth under “Risk Factors”~~ in the ~~Company’s~~Proxy ~~Annual~~Statement, ~~Report~~was onnot ~~Form 10-K for the year ended December 31~~required, ~~2019~~ and the Company’s ~~Quarterly~~did ~~Reports~~not oncall ~~Form~~a ~~10-Q~~vote ~~for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020. All forward-looking statements speak only as of the date of this Current Report~~ on ~~Form 8-K or, in~~ the ~~case of any document incorporated by reference, the date of that document. All subsequent written and oral forward-looking statements attributable to us or any~~ ~~person acting on our behalf are qualified by the cautionary statements in this section~~proposal. We undertake no obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances or changes in expectations after the date of this Current Report on Form 8-K.

~~Participants~~The inaffirmative vote of MobileIron stockholders holding at least a majority of the ~~Solicitation~~outstanding shares of MobileIron common stock entitled to vote on the Merger Proposal satisfies one of the conditions to the closing of the Merger contemplated by the Merger Agreement, which remains subject to other customary closing conditions.

The directors and officers of MobileIron may be deemed to be participants in the solicitation of proxies in connection with the approval of the proposed Merger. Information regarding MobileIron’s directors and officers and their respective interests in MobileIron by security holdings or otherwise is available in its most recent Annual Report on Form 10-K filed with the SEC and its most recent definitive Proxy Statement on Schedule 14A filed with the SEC. Additional information regarding the interests of such potential participants is included in the proxy statement and other relevant materials to be filed with the SEC, including in connection with the solicitation of proxies to approve the proposed Merger.2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MobileIron, Inc.
Dated: November 4, 2020
Dated: November 25, 2020
	By:	/s/ Andrew Hallin
		Andrew Hallin
		General Counsel

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