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^*

GRAYSON BRUNS H

(Last)

(First)

(Middle)

C/O RIBBON COMMUNICATIONS

6500 CHASE OAKS BLVD.

(Street)

PLANO

75023

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2022

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	06/15/2022		M		14,797	A	⁽¹⁾	364,072	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)
Restricted Stock Units (RSU)	⁽¹⁾	06/15/2022		M			14,797	⁽²⁾	⁽²⁾	Common Stock	14,797	$0	0	D
RSU	⁽¹⁾	06/15/2022		A		38,585		⁽³⁾	⁽³⁾	Common Stock	38,585	$0	38,585	D

Explanation of Responses:

1. Each RSU represents a contingent right to receive one share of Ribbon Communications, Inc. common stock.

2. The RSU was awarded on June 15, 2021 and vested in full on June 15, 2022.

3. The RSUs will vest on June 15, 2023, subject to the Reporting Person's continued service with the Issuer through such date; provided, however, that if the Issuer's 2023 Annual Meeting of Stockholders (the "2023 Annual Meeting") occurs prior to June 15, 2023, and, at such 2023 Annual Meeting, the Reporting Person either chooses not to stand for re-election to the Issuer's Board of Directors or, after standing for re-election, is not re-elected, then these RSUs will vest as of the date of the 2023 Annual Meeting.

	Patrick Macken, Attorney-in-Fact	06/17/2022
	** 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 each of Bruce McClelland and Patrick
Macken, signing singly, the undersigned's true and lawful
attorney-in-fact to:

(1)	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 Securities Exchange Act of 1934 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;

(2)	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 United States Securities and Exchange
Commission and any stock exchange or similar authority;
and

(3)	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 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 Securities Exchange Act of
1934.

      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 8th day of June,
2021.

/s/ Bruns H. Grayson

Bruns H. Grayson