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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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*
JPMORGAN CHASE & CO

(Last) (First) (Middle)
270 PARK AVE, 10TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Ribbon Communications Inc. [ RBBN ]
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)
12/05/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 12/05/2018 J(1) 1,142,007 A $6.83 49,940,222 I See Footnote(2)(3)
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
Explanation of Responses:
1. On December 5, 2018, JPMC Heritage Parent LLC ("JPMC Heritage Parent"), an indirectly wholly-owned subsidiary of the Reporting Person, acquired the 1,142,007 shares of Common Stock of the Issuer previously held by OEP III Co-Investors, LP.
2. JPMC Heritage Parent is the record holder of 1,142,007 shares of Common Stock, OEP II Partners Co-Invest, L.P. ("OEP II Partners Co-Invest") is the record holder of 1,749,504 shares of Common Stock, and Heritage PE (OEP) III, L.P. ("Heritage III") is the record holder of 47,048,711 shares of Common Stock. The Reporting Person is a publicly traded entity listed on the New York Stock Exchange, which is the sole member of JPMorgan 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 III. Additionally, JPMC Heritage Parent is the sole member of OEP Co-Investors Management III, Ltd., which is the general partner of OEP III Partners Co-Investors, L.P.
3. As such, the Reporting Person may be deemed to have or share beneficial ownership of the Common Stock held directly by Heritage III and JPMC Heritage Parent. OEP II Partners Co-Invest is subject to certain contractual agreements and statutory obligations to acquire and vote shares side-by-side with Heritage III. By virtue of these agreements and obligations, the Reporting Person may be deemed to have or share beneficial ownership over the shares held directly by OEP II Partners Co-Invest. Notwithstanding the above, the Reporting Person does not directly or indirectly own any interest in OEP II Partners Co-Invest. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
JPMORGAN CHASE & CO., By: /s/ Michael T. Lees, Name: Michael T. Lees, Title: Executive Director 12/07/2018
** Signature of Reporting Person Date
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* 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).
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