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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Ribbon Communications Inc. [ RBBN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/26/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Performance Based Restricted Stock Units (PSUs) | (1) | 02/26/2021 | A | 17,960 | (2) | (2) | Common Stock | 17,960 | $0 | 22,341 | D | ||||
PSUs | (1) | 02/26/2021 | A | 20,023 | (3) | (3) | Common Stock | 20,023 | $0 | 20,023 | D |
Explanation of Responses: |
1. Each PSU represents a contingent right to receive one share of the Issuer's Common Stock. The number of PSUs earned and issuable upon vesting will be determined based on goals set by the Compensation Committee (the "Compensation Committee") of the Issuer's Board of Directors on an annual basis for each of the three fiscal years prior to the vesting date. |
2. The Compensation Committee determined that the 2020 pre-bonus adjusted EBITDA (50% weighting) and Revenue (50% weighting) metrics resulted in a combined 125% level of the target awards being earned for the 2020 financial performance period, subject to no material changes in connection with the finalization of the audit and the filing of the Issuer's Annual Report on Form 10-K for the year ended December 31, 2020 (the "2020 Form 10-K"). The 2020 Form 10-K was filed with the U.S. Securities and Exchange Commission on February 26, 2021. As a result, Mr. Bruny earned 17,960 shares for the 2020 performance year portion of awards made in 2019, pending his continued employment with the Issuer through the vesting date (third anniversary of the date of grant). |
3. The Compensation Committee determined that the 2020 pre-bonus adjusted EBITDA (50% weighting) and Revenue (50% weighting) metrics resulted in a combined 125% level of the target awards being earned for the 2020 financial performance period, subject to no material changes in connection with the finalization of the audit and the filing of the Issuer's Annual Report on Form 10-K for the year ended December 31, 2020 (the "2020 Form 10-K"). The 2020 Form 10-K was filed with the U.S. Securities and Exchange Commission on February 26, 2021. As a result, Mr. Bruny earned 20,023 shares for the 2020 performance year portion of awards made in 2020, pending his continued employment with the Issuer through the vesting date (third anniversary of the date of grant). |
Patrick Macken, Attorney-in-Fact | 03/02/2021 | |
** 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. |