Ribbon Communications Inc - Ordinary Shares Form 4 SONUS NETWORKS / Michael R. Swade ownership change

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^*

Swade Michael R.

(Last) (First) (Middle)

C/O SONUS NETWORKS, INC.

4 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2017

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	03/16/2017		M		7,533(1)	A	$0	144,035	D
Common Stock	03/16/2017		F		6,458(2)	D	$6.62	137,577	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
Performance-Based Restricted Stock Units (PSUs)	$0	03/16/2017		M		7,533(1)		(3)	(3)	Common Stock	7,533(1)	$0	8,334(4)	D

Explanation of Responses:

1. Represents the vesting (at 90.4% of target) of Performance-Based Restricted Stock Units (PSUs) granted on March 16, 2015 for the 2016 performance period. Performance for this award during the award's 2016 performance period was measured based on the Issuer's total shareholder return (TSR) compared to pre-established relative TSR goals, based on the TSR of the NASDAQ Telecommunications Index, that were set by the Compensation Committee of the Issuer's Board of Directors.

2. PAYMENT OF TAX LIABILITY BY DELIVERING SECURITIES TO THE ISSUER INCIDENT TO THE VESTING OF A SECURITY.

3. The remaining PSUs will vest, if at all, on March 16, 2018.

4. Amount reflects the forfeiture of (i) 8,333 PSUs of the aggregate amount granted on March 16, 2015 that failed to vest following the 2015 performance period based on the Issuer's performance for such 2015 performance period, and (ii) 800 PSUs of the aggregate amount granted on March 16, 2015 that failed to vest following the 2016 performance period based on the Issuer's performance for such 2016 performance period, each as determined by the Compensation Committee of the Issuer's Board of Directors at the end of the applicable performance period. The original aggregate number of PSUs granted to the Reporting Person on March 16, 2015 was reported in Table II of Form 4 filed by the Reporting Person on March 17, 2015.

Remarks:

	Michael R. Swade	03/20/2017
	** 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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