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) 03/15/2023 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock | 03/15/2023 | M | 4,116 | A | (1) | 134,291 | D | |||
Common Stock | 03/15/2023 | F | 1,220 | D | $3.71(2) | 133,071 | D | |||
Common Stock | 03/15/2023 | M | 11,442 | A | (3) | 144,513 | D | |||
Common Stock | 03/15/2023 | F | 3,392 | D | $3.71(2) | 141,121 | D | |||
Common Stock | 03/15/2023 | M | 18,307 | A | (4) | 159,428 | D | |||
Common Stock | 03/15/2023 | F | 4,819 | D | $3.71(2) | 154,609 | D | |||
Common Stock | 03/16/2023 | M | 15,432 | A | (1) | 170,041 | D | |||
Common Stock | 03/16/2023 | F | 3,730 | D | $3.54(2) | 166,311 | D |
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 | ||||||||
Restricted Stock Units (RSUs) | (1) | 03/15/2023 | M | 4,116 | (5) | (5) | Common Stock | 4,116 | $0 | 8,233 | D | ||||
Performance-Based Restricted Stock Units | (1) | 03/15/2023 | M | 11,442 | (3) | (3) | Common Stock | 11,442 | $0 | 0 | D | ||||
PSUs | (1) | 03/15/2023 | M | 18,307 | (4) | (4) | Common Stock | 18,307 | $0 | 0 | D | ||||
RSUs | (1) | 03/16/2023 | M | 15,432 | (6) | (6) | Common Stock | 15,432 | $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. |
6. The RSUs were granted on March 16, 2020 and vested as to one-third on March 16, 2021; the remaining two-thirds of the RSUs vested in four equal semi-annual installments thereafter through March 16, 2023. |
Patrick Macken, By POA from Rick Marmurek, SVP, CAO | 03/17/2023 | |
** 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. |