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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Nottenburg Richard N (Last) (First) (Middle) C/O SONUS NETWORKS, INC. 7 TECHNOLOGY PARK DRIVE (Street) WESTFORD MA 01886 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SONUS NETWORKS INC [ SONS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) CEO and President
	3. Date of Earliest Transaction (Month/Day/Year) 06/15/2010
	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	06/15/2010		A		750,000(1)(2)	A	$0	1,630,940	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These are restricted shares that will vest based upon the occurrence of certain events pursuant to the terms of Dr. Nottenburg's retention letter with Sonus Networks, Inc. (the "Company"), which was filed as an exhibit to the Company's Current Report on Form 8-K, filed on May 20, 2010. More specifically, (i) 250,000 restricted shares will vest on the earlier of the date the Board of Directors of the Company (the "Board") relieves him of his duties as President or CEO of the Company other than for Cause (as referenced in the retention letter) or March 31, 2011; (ii) 125,000 restricted shares will vest upon the achievement of the financial metrics in the Company's 2010 operating plan, as previously approved by the Board; (iii) 125,000 restricted shares will vest upon the achievement of the target for bookings from new products, as reflected in the Company's 2010 Incentive Compensation Program Base Plan under the Senior Management Cash Incentive Plan;

2. and (iv) 250,000 retention shares will vest on the earlier of : (A) sixty days after the first day of employment of Dr. Nottenburg's successor, provided that Dr. Nottenburg assists with the transition during such period; (B) the date the Board relieves Dr. Nottenburg of his duties as President or CEO of the Company other than for Cause, if no successor has been appointed by such date; or (C) March 31, 2011.

Remarks:

	Richard N. Nottenburg	06/17/2010
	** 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).
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