UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
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SONUS NETWORKS, INC.
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(Name of Issuer)
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Shares of Common Shares, par value $0.001 per share
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(Title of Class of Securities)
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835916107
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(CUSIP Number)
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Rob Vickers
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P.O. Box 506625
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Dubai, United Arab Emirates
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+971-4317-5800
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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March 25, 2014
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-1(g), check the following box. £
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
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*
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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.
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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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
CUSIP No.
835916107
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1.
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Names of Reporting Persons
Galahad Securities Limited
I.R.S. Identification Nos. of above persons (entities only)
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) £
(b) £
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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£
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6.
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Citizenship or Place of Organization
British Virgin Islands
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Number of Shares Beneficially Owned by Each Reporting Person With
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7.
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Sole Voting Power -18,462,130-
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8.
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Shared Voting Power -0-
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9.
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Sole Dispositive Power -18,462,130-
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10.
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Shared Dispositive Power -0-
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person -18,462,130-
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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£
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13.
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Percent of Class Represented by Amount in Row (11) 7.4%*
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14.
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Type of Reporting Person (See Instructions) OO
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* The calculation of the foregoing percentage is based on 249,423,886 Common Shares outstanding as of March 25, 2014 (which gives effect to the 21,501,060 shares repurchased by the Issuer), as reported in the Prospectus Supplement filed by the Issuer with the Securities and Exchange Commission on March 21, 2014.
CUSIP No.
835916107
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1.
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Names of Reporting Persons
Legatum Capital Limited
I.R.S. Identification Nos. of above persons (entities only)
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) £
(b) £
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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£
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6.
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Citizenship or Place of Organization
British Virgin Islands
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Number of Shares Beneficially Owned by Each Reporting Person With
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7.
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Sole Voting Power -18,462,130-
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8.
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Shared Voting Power -0-
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9.
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Sole Dispositive Power -18,462,130-
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10.
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Shared Dispositive Power -0-
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person -18,462,130-
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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£
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13.
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Percent of Class Represented by Amount in Row (11) 7.4%*
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14.
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Type of Reporting Person (See Instructions) OO
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* The calculation of the foregoing percentage is based on 249,423,886 Common Shares outstanding as of March 25, 2014 (which gives effect to the 21,501,060 shares repurchased by the Issuer), as reported in the Prospectus Supplement filed by the Issuer with the Securities and Exchange Commission on March 21, 2014.
CUSIP No.
835916107
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1.
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Names of Reporting Persons
Legatum Global Holdings Limited
I.R.S. Identification Nos. of above persons (entities only)
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) £
(b) £
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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£
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6.
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Citizenship or Place of Organization
British Virgin Islands
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Number of Shares Beneficially Owned by Each Reporting Person With
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7.
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Sole Voting Power -18,462,130-
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8.
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Shared Voting Power -0-
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9.
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Sole Dispositive Power -18,462,130-
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10.
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Shared Dispositive Power -0-
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person -18,462,130-
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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£
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13.
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Percent of Class Represented by Amount in Row (11) 7.4%*
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14.
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Type of Reporting Person (See Instructions) OO
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* The calculation of the foregoing percentage is based on 249,423,886 Common Shares outstanding as of March 25, 2014 (which gives effect to the 21,501,060 shares repurchased by the Issuer), as reported in the Prospectus Supplement filed by the Issuer with the Securities and Exchange Commission on March 21, 2014.
CUSIP No.
835916107
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1.
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Names of Reporting Persons
Senate Limited, acting on behalf of that certain trust formed under the laws of The Cayman Islands as of 1 July 1996
I.R.S. Identification Nos. of above persons (entities only)
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) £
(b) £
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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£
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6.
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Citizenship or Place of Organization
British Virgin Islands
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Number of Shares Beneficially Owned by Each Reporting Person With
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7.
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Sole Voting Power -18,462,130-
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8.
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Shared Voting Power -0-
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9.
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Sole Dispositive Power -18,462,130-
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10.
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Shared Dispositive Power -0-
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person -18,462,130-
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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£
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13.
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Percent of Class Represented by Amount in Row (11) 7.4%*
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14.
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Type of Reporting Person (See Instructions) OO
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* The calculation of the foregoing percentage is based on 249,423,886 Common Shares outstanding as of March 25, 2014 (which gives effect to the 21,501,060 shares repurchased by the Issuer), as reported in the Prospectus Supplement filed by the Issuer with the Securities and Exchange Commission on March 21, 2014.
EXPLANATORY NOTE
This Amendment No. 14 (“Amendment No. 14”) amends the Statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on August 6, 2007, Amendment No. 1 filed with the Commission on September 10, 2007, Amendment No. 2 filed with the Commission on December 13, 2007, Amendment No. 3 filed with the Commission on December 26, 2007, Amendment No. 4 filed with the Commission on April 21, 2008, Amendment No. 5 filed with the Commission on June 19, 2008, Amendment No. 6 filed with the Commission on June 23, 2008, Amendment No. 7 filed with the Commission on June 30, 2008, Amendment No. 8 filed with the Commission on January 12, 2009, Amendment No. 9 filed with the Commission on May 15, 2009 and Amendment No. 10 filed with the Commission on January 15, 2010 by Galahad Securities Limited (“Galahad”), Legatum Capital Limited (“LCL”), Legatum Global Holdings Limited (“LGHL”), Legatum Global Investment Limited (“LGIL”) and Senate Limited (“Senate”), acting on behalf of that certain trust formed under the laws of The Cayman Islands as of July 1, 1996, and Amendments No. 11, No. 12 and No. 13 filed with the Commission on August 23, 2013, August 28, 2013 and March 21, 2014, respectively, by Galahad, LCL, LGHL and Senate (collectively, the “Schedule 13D”). Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Schedule 13D.
Item 4. Purpose of Transaction.
The information contained in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:
On March 25, 2014, as contemplated by the Underwriting Agreement, Galahad sold 41,480,007 Common Shares to the Underwriter, at a price per share of $3.4882, of which 21,501,060 Common Shares were repurchased from the Underwriter by the Issuer. These shares included 3,980,007 additional Common Shares as a result of the Underwriter’s exercise of the Underwriter’s Option. The price to the public in the offering for the Common Shares not being repurchased by the Issuer was $3.53 per share.
The Reporting Persons continue to evaluate and review their continued beneficial ownership of, and investment in, shares of the Issuer and may consider the following additional future courses of action: (i) continuing to hold their Common Shares for investment; (ii) disposing of all or a portion of such Common Shares in open market sales or in privately−negotiated transactions, including additional private sales to the Issuer or otherwise; or (iii) acquiring additional Common Shares in the open market or in privately−negotiated transactions.
Item 5. Interest in Securities of the Issuer.
As disclosed in Item 4, the Reporting Persons sold 41,480,007 Common Shares pursuant to an underwritten offering, which resulted in the Reporting Persons being the beneficial owner of 18,462,130 shares, or 7.4% of the Common Shares outstanding after giving effect to the fact that 21,501,060 Common Shares ceased to be outstanding after being repurchased from the Underwriter by the Issuer.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 25, 2014
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GALAHAD SECURITIES LIMITED
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By:
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/s/ Mark A. Stoleson
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Mark A. Stoleson
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Director
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LEGATUM CAPITAL LIMITED
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By:
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/s/ Mark A. Stoleson
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Mark A. Stoleson
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Director
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LEGATUM GLOBAL HOLDINGS LIMITED
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By:
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/s/ Mark A. Stoleson
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Mark A. Stoleson
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Director
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SENATE LIMITED, acting on behalf of that certain trust formed under the laws of The Cayman Islands as of 1 July 1996
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By:
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/s/ Mark A. Stoleson
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Mark A. Stoleson
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Director
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