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) 12/13/2013	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	25,964,882	I	See notes(1)(2)

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
Put Option (obligation to buy)	12/13/2013	04/19/2014	Common Stock, par value $0.001	1,048,200	3	I	See notes(1)(2)
Put Option (obligation to buy)	12/13/2013	07/19/2014	Common Stock, par value $0.001	288,400	3	I	See notes(1)(2)

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	12/17/2013
	Scott A. Fine	12/17/2013
	Peter J. Richards	12/17/2013
	** 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 5 (b)(v).
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