SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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* Empire Capital Management, L.L.C. (Last) (First) (Middle) 1 GORHAM ISLAND SUITE 201 (Street) WESTPORT CT 06880 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/30/2012	3. Issuer Name and Ticker or Trading Symbol SONUS NETWORKS INC [ SONS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.001 par value	28,500,000	I	See Footnotes(1)(2)(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Empire Capital Management, L.L.C. (Last) (First) (Middle) 1 GORHAM ISLAND SUITE 201 (Street) WESTPORT CT 06880 (City) (State) (Zip)

1. Name and Address of Reporting Person* Fine Scott A (Last) (First) (Middle) C/O EMPIRE CAPITAL MANAGEMENT LLC 1 GORHAM ISLAND, SUITE 201 (Street) WESTPORT CT 06880 (City) (State) (Zip)

1. Name and Address of Reporting Person* Richards Peter J (Last) (First) (Middle) C/O EMPIRE CAPITAL MANAGEMENT LLC 1 GORHAM ISLAND, SUITE 201 (Street) WESTPORT CT 06880 (City) (State) (Zip)

Explanation of Responses:

1. This statement is filed by: (i) Empire Capital Management, LLC, a Delaware limited liability company (Empire Management) with respect to the shares of Common Stock directly held by Empire Capital Partners, LP, Empire Capital Partners, LTD, Empire Capital Partners Enhanced Master Fund, LTD (together, the Empire Investment Funds) and Charter Oak Partners LP, Charter Oak Partners II LP and Charter Oak Master Fund Ltd (together, the Empire Sub-Advised Funds) which are discretionarily managed by Empire Management, (ii) Mr. Scott A. Fine ("Mr. Fine") with respect to the shares of Common Stock directly held by Empire Management and (iii) Mr. Peter J. Richards ("Mr. Richards") with respect to the shares of Common Stock directly held by Empire Management.

2. Empire Management serves as the Investment Manager to, and has investment discretion over the securities held by, the Empire Investment Funds and the Empire Sub-Advised Funds. Mr. Fine and Mr. Richards are the only Managing Members of the Empire Management.

3. Mr. Fine disclaims beneficial ownership of the shares of Common Stock reflected in this filing, except with respect to any pecuniary interest in such securities.

4. Mr. Richards disclaims beneficial ownership of the shares of Common Stock reflected in this filing, except with respect to any pecuniary interest in such securities.

Remarks:

	/s/ Scott A. Fine, individually and as Managing Member of Empire Capital Management LLC /s/ Peter J. Richards, individually and as Managing Member of Empire Capital Management LLC	05/01/2012
	Scott A. Fine	05/01/2012
	Peter J. Richards	05/01/2012
	** 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 5 (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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