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* Bucci Sam (Last) (First) (Middle) C/O RIBBON COMMUNICATIONS INC. 4 TECHNOLOGY PARK DRIVE (Street) WESTFORD TX 01886 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/16/2020	3. Issuer Name and Ticker or Trading Symbol Ribbon Communications Inc. [ RBBN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP GM Packet Optical Networks	5. 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 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)

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
Restricted Stock Units (RSUs)	(1)	(1)	Common Stock	100,236	(2)	D
RSUs	(3)	(3)	Common Stock	129,717	(2)	D
Performance-Based Restricted Stock Units (PSUs)	(4)	12/31/2022	Common Stock	40,094	(5)	D
PSUs	(6)	01/31/2022	Common Stock	133,333	(6)	D

Explanation of Responses:

1. The RSUs will vest as to one-third on September 15, 2021 and the remaining two-thirds of the RSUs will vest in four equal semi-annual installments thereafter through September 15, 2023.

2. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

3. The RSUs will vest in full on September 15, 2021.

4. Between zero (0) and 200% of the PSUs will vest, if at all, as determined by the Compensation Committee of the Issuer's Board of Directors (the "Compensation Committee") after the Issuer's total shareholder return (TSR) performance period commencing on January 1, 2020 and ending on December 31, 2022.

5. Each PSU represents a contingent right to receive one share of the Issuer's Common Stock, based on the Issuer's TSR compared to pre-established relative TSR goals, based on the TSR of the Russell 2500 Telecommunications Sub Sector Index, that were set by the Compensation Committee. The aggregate number of shares issued may range from zero (0) shares to 200% of the target number of shares reported in column 3 of Table II. The number of PSUs reported in column 3 of Table II reflects achievement at the target level of performance.

6. Each PSU represents a contingent right to receive one share of the Issuer's common stock. The PSUs will vest in full on the date the Issuer's stock price achieves a daily closing price on the NASDAQ market of $7.50 for 10 (ten) consecutive trading days on or before January 31, 2022 (the "Vesting Condition"). If the Vesting Condition is not met by January 31, 2022, then the PSUs will expire without vesting.

	Patrick Macken, Attorney-in-Fact	09/16/2020
	** 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 5 (b)(v).
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                                                                                   EXHIBIT 24



                                     POWER OF ATTORNEY



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

Patrick Macken and Bruce W. McClelland, signing singly, 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 a 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 requ-

ired 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 each 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

attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming,

nor is the Company assuming, any of the undersigned's responsibilities 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 transac-

tions 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 11th day of September, 2020.





/s/ Sam Bucci

________________________________

Sam Bucci