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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* JPMORGAN CHASE & CO (Last) (First) (Middle) 270 PARK AVENUE, 10TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/27/2017	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	49,940,222	I	See footnotes(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

1. Name and Address of Reporting Person* JPMORGAN CHASE & CO (Last) (First) (Middle) 270 PARK AVENUE, 10TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip)

1. Name and Address of Reporting Person* OEP III Co-Investors, L.P. (Last) (First) (Middle) 270 PARK AVENUE, 10TH FLOOR, (Street) NEW YORK NY 10017 (City) (State) (Zip)

1. Name and Address of Reporting Person* OEP II Partners Co-Invest, L.P. (Last) (First) (Middle) 510 MADISON AVE., 19TH FLOOR, (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* Heritage PE (OEP) III, L.P. (Last) (First) (Middle) 270 PARK AVENUE, 10TH FLOOR, (Street) NEW YORK NY 10017 (City) (State) (Zip)

Explanation of Responses:

1. OEP III Co-Investors and OEP II Partners Co-Invest are the record holders of 1,142,007 and 1,749,504 shares of Common Stock, respectively. Heritage III is the record holder of 47,048,711 shares of Common Stock. JPMorgan Chase & Co. is a publicly traded entity listed on the New York Stock Exchange, which is the sole member of JP Morgan Chase Holdings LLC, which is the sole member of Banc One Financial LLC, which is the sole member of OEP Holdings LLC, which is the sole member of JPMC Heritage Parent LLC, which is the general partner of OEP General Partner III L.P., which is the general partner of Heritage PE (OEP) III, L.P.

2. As such, each of OEP Holdings LLC, JPMC Heritage Parent LLC and OEP General Partner III L.P. may be deemed to have or share beneficial ownership of the Common Stock held directly by Heritage PE (OEP) III, L.P. OEP III Co-Investors, L.P. and OEP II Partners Co-Invest, L.P. are subject to certain contractual agreements and statutory obligations to acquire and vote shares side-by-side with Heritage PE (OEP) III, L.P. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

Remarks:

	JPMorgan Chase & Co. By: /s/ Michael T. Lees, Executive Director	11/06/2017
	OEP III Co-Investors, L.P. By: OEP Co-Investors Management III, Ltd., as General Partner, By: /s/ Richard W. Smith, President	11/06/2017
	OEP II Partners Co-Invest, L.P. By: OEP II Partners Co-Invest GP, Ltd., as General Partner, By: /s/ Richard M. Cashin, Director	11/06/2017
	Heritage PE (OEP) III, L.P. By: OEP General Partner III, L.P., as General Partner, By: JPMC Heritage Parent LLC, as General Partner, By: /s/ Richard W. Smith, President	11/06/2017
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.