SEC Filing | Ribbon Communications, Inc.

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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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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^*

Marmurek Eric S

(Last)

(First)

(Middle)

C/O RIBBON COMMUNICATIONS INC.

4 TECHNOLOGY PARK DRIVE

(Street)

WESTFORD

01886

(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	10% Owner
X	Officer (give title below)	Other (specify below)
SVP and CAO

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2020

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/15/2020		S		1,095⁽¹⁾	D	$3.2408	38,344	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 instruction letter previously adopted by the Reporting Person and represent shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock awards.

Remarks:

	Justin Ferguson, Attorney-in-Fact	05/19/2020
	** 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.
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.

                                                                                     EXHIBIT 24





                                            POWER OF ATTORNEY



      Know all by these presents, that the undersigned hereby constitutes and appoints

Justin Ferguson the undersigned's true and lawful attorney-in-fact to:



(1) prepare, execute in the undersigned's name and on the undersigned's behalf, and

submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including

amendments thereto, and any other documents necessary or appropriate to obtain codes and

passwords enabling the undersigned to make electronic filings with the SEC of reports

required by Section 16(a) of the Securities Exchange Act of 1934 (the "Act") or any rule

or regulation of the SEC;



(2) execute for and on behalf of the undersigned, in the undersigned's capacity as an

officer and/or director of Ribbon Communications Inc. (the "Company"), Forms 3, 4, and 5

in accordance with Section 16(a) of the Act and the rules thereunder, and any other forms

or reports the undersigned may be required to file in connection with the undersigned's

ownership, acquisition, or disposition of securities of the Company;



(3) do and perform any and all acts for and on behalf of the undersigned which may be

necessary or desirable to complete and execute any such Form 3, 4, or 5, or other form

or report, and timely file such form or report with the SEC and any stock exchange or

similar authority; and



(4) take any other action of any type whatsoever in connection with the foregoing which,

in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or

legally required by, the undersigned, it being understood that the documents executed by

such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney

shall be in such form and shall contain such terms and conditions as such attorney-in-

fact may approve in such attorney-in-fact's discretion.



      The undersigned hereby grants to such attorney-in-fact full power and authority to do

and perform any and every act and thing whatsoever requisite, necessary, or proper to be done

in the exercise of any of the rights and powers herein granted, as fully to all intents and

purposes as the undersigned might or could do if personally present, with full power of

substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or

such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by

virtue of this power of attorney and the rights and powers herein granted. The undersigned

acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of

the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's respons-

ibilities to comply with Section 16 of the Act. This Power of Attorney shall remain in full force

and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to

the undersigned's holdings of and transactions in securities issued by the Company, unless earlier

revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.



      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be

executed as of this 18th day of May, 2020.





/s/ Eric Marmurek

________________________________

Eric Marmurek