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SEC FORM 4 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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X
 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*
Empire Capital Management, L.L.C.
(Last) (First) (Middle)
1 GORHAM ISLAND
SUITE 201
(Street)
WESTPORT CT 06880
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SONUS NETWORKS INC [ SONS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/03/2013
4. 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 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
Common Stock 09/03/2013 S 483,692 D $3.52 26,303,552 I See notes(1)(2)
Common Stock 09/04/2013 S 17,316 D $3.5 26,286,236 I See notes(1)(2)
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
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, L.L.C., a Delaware limited liability company ("Empire Management") with respect to the shares of Common Stock directly held by Empire Capital Partners, L.P. ("Empire Onshore"), Empire Capital Partners, Ltd. ("Empire Offshore"), Empire Capital Partners Enhanced Master Fund, Ltd. ("Empire Enhanced Master", and together with Empire Onshore and Empire Offshore, the "Empire Investment Funds"), (ii) Mr. Scott A. Fine ("Mr. Fine") with respect to the shares of Common Stock directly held by the Empire Investment Funds and (iii) Mr. Peter J. Richards ("Mr. Richards") with respect to the shares of Common Stock directly held by the Empire Investment Funds.
2. Empire Management serves as the investment manager to, and has investment discretion over the securities held by, the Empire Investment Funds. Mr. Fine and Mr. Richards are the only managing members of Empire Management. Each of the reporting persons disclaims beneficial ownership of the shares reported herein to the extent such beneficial ownership exceeds its pecuniary interest therein.
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 09/05/2013
Scott A. Fine 09/05/2013
Peter J. Richards 09/05/2013
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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