UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES AND EXCHANGE ACT OF 1934

(Amendment No. 6)*

Mimecast Limited

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G14838109

(CUSIP Number)

December 31, 2021

(Date of event which requires filing of this statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐	Rule 13d-1(b)

☐	Rule 13d-1(c)

☒	Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13G

CUSIP No. G14838109

(1)	Consists of (i) 974,376 ordinary shares held by the Declaration of Trust of Peter Bauer, of which Mr. Bauer is the sole trustee and a beneficiary; and (ii) 402,867 ordinary shares issuable to Mr. Bauer upon the exercise of share options exercisable within 60 days of December 31, 2021.

(2)

Consists of (i) 1,898,577 ordinary shares held by Rock Trustees Limited as Trustee of the Butterworth Trust, of which Mr. Bauer is a beneficiary; (ii) 275,000 ordinary shares held by the Metta Charitable Foundation, a charitable foundation established by Mr. Bauer and his spouse, and pursuant to which Mr. Bauer exercises shared voting and dispositive power over the ordinary shares held by the Metta Charitable Foundation; and (iii) 9,544 ordinary shares held by The Bauer Irrevocable Trust – 2020, which is a trust maintained for the benefit of Mr Bauer’s children. As trustee of the Butterworth Trust, Rock Trustees Limited exercises dispositive power over the shares held by the Butterworth Trust. Mr. Bauer disclaims beneficial ownership of the shares held by The Bauer Irrevocable Trust—2020, except to the extent, if any, of his pecuniary interest therein.

(3)	The percent of class was calculated based on 66,907,431 ordinary shares outstanding as of December 31, 2021.

Item 1

(a) Name of Issuer:

Mimecast Limited

(b) Address of Issuer’s Principal Executive Offices:

1 Finsbury Avenue

London EC2M 2PF

United Kingdom

Item 2

(a) Name of Person Filing:

Peter Bauer

(b) Address of Principal Business Office or, if None, Residence:

c/o Mimecast Limited

1 Finsbury Avenue

London EC2M 2PF

United Kingdom

(d) Title of Class of Securities:

Ordinary shares, nominal value $0.012 per share

(e) CUSIP Number:

G14838109

Item 3

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-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).

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 §240.13d-1(b)(1)(ii)(E);

(f) ☐

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

(g) ☐

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

(h) ☐

A savings associations 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) ☐

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4

Ownership.

(a) Amount Beneficially Owned: 3,560,364 ordinary shares (1)

(b) Percent of Class: 5.32% (2)

(i) Sole power to vote or direct the vote: 1,377,243

(ii) Shared power to vote or to direct the vote: 2,183,121

(iii) Sole power to dispose or to direct the disposition of: 1,377,243

(iv) Shared power to dispose or to direct the disposition of: 2,183,121

(1) Consists of (i) 974,376 ordinary shares held by the Declaration of Trust of Peter Bauer, of which Mr. Bauer is the sole trustee and a beneficiary; (ii) 402,867 ordinary shares issuable to Mr. Bauer upon the exercise of share options exercisable within 60 days of December 31, 2021; (iii) 1,898,577 ordinary shares held by Rock Trustees Limited as Trustee of the Butterworth Trust, of which Mr. Bauer is a beneficiary; (iv) 275,000 ordinary shares held by the Metta Charitable Foundation, a charitable foundation established by Mr. Bauer and his spouse, and pursuant to which Mr. Bauer exercises shared voting and dispositive power over the ordinary shares held by the Metta Charitable Foundation; and (v) 9,544 ordinary shares held by The Bauer Irrevocable Trust – 2020, which is a trust maintained for the benefit of Mr Bauer’s children.

(2) The percent of class was calculated based on 66,907,431 ordinary shares outstanding as of December 31, 2021.

Item 5

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7

Identification and Classification of the Subsidiary Which Acquired 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.

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2022


By:		/s/ Peter Bauer
		Peter Bauer

NAMES OF REPORTING PERSON

  I.R.S IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Peter Bauer

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

Mimecast Ltd SC 13G/A