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* Macken Patrick W (Last) (First) (Middle) 6500 CHASE OAKS BOULEVARD SUITE 100 (Street) PLANO TX 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) Director 10% Owner X Officer (give title below) Other (specify below) EVP, CLO & Corp. Secretary
	3. Date of Earliest Transaction (Month/Day/Year) 03/15/2023
	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	03/15/2023		M		7,965	A	(1)	93,938	D
Common Stock	03/15/2023		F		3,103	D	$3.71(2)	90,835	D
Common Stock	03/15/2023		M		22,884	A	(3)	113,719	D
Common Stock	03/15/2023		F		10,426	D	$3.71(2)	103,293	D
Common Stock	03/15/2023		M		36,614	A	(4)	139,907	D
Common Stock	03/15/2023		F		15,952	D	$3.71(2)	123,955	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
Restricted Stock Units (RSUs)	(1)	03/15/2023		M			7,965	(5)	(5)	Common Stock	7,965	$0	15,929	D
PSUs	(1)	03/15/2023		M			22,884	(3)	(3)	Common Stock	22,884	$0	0	D
PSUs	(1)	03/15/2023		M			36,614	(4)	(4)	Common Stock	36,614	$0	0	D

Explanation of Responses:

1. Each Restricted Stock Unit (RSU) and Performance Share Unit (PSU) converts into common stock on a one-for-one basis.

2. Reflects shares of Common Stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of the RSUs and PSUs.

3. The number of PSUs earned and issuable upon vesting was determined based on goals (set by the Compensation Committee of the Issuer's Board of Directors (the "Compensation Committee") on an annual basis) for each of the three fiscal years prior to the vesting date. Based on the Compensation Committee's determination of achievement of these pre-established financial goals, 125% of the shares subject to the 2020 financial period were earned and vested on March 15, 2023, and no shares were earned for the 2021 and 2022 performance periods and were forfeited.

4. Each PSU represents a contingent right to receive one share of the Issuer's Common Stock, based on the Issuer's total shareholder return (TSR) compared to pre-established relative TSR goals, based on the TSR of a peer index of companies (set by the Compensation Committee at the time of grant) over the three fiscal years ending prior to the vesting date. Based on the Compensation Committee's determination of achievement at December 31, 2022, the number of PSUs reported as vested reflects achievement at 100% of target level performance over the three-year period.

5. The RSUs were granted on March 15, 2021 and vested as to one-third on March 15, 2022; the remaining two-thirds of the RSUs vest in four equal semi-annual installments thereafter through March 15, 2024.

	Patrick Macken, EVP, CLO & Corporate Secretary	03/17/2023
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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