Lopez Miguel A Form 4 Ribbon Communications / MIGUEL A LOPEZ 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^*

LOPEZ MIGUEL A

(Last) (First) (Middle)

C/O RIBBON COMMUNICATIONS INC.

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, CFO

3. Date of Earliest Transaction (Month/Day/Year)
04/17/2024

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	04/17/2024		M		77,448	A	(1)	366,569	D
Common Stock	04/17/2024		M		31,714	A	(1)	398,283	D
Common Stock	04/17/2024		M		31,714	A	(1)	429,997	D
Common Stock	04/17/2024		F		52,733	D	$2.61(2)	377,264	D
Common Stock	04/18/2024		M		26,709	A	(1)	403,973	D
Common Stock	04/18/2024		F		10,349	D	$2.57(2)	393,624	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)	04/17/2024		M			77,448	(3)	(3)	Common Stock	77,448	$0	77,447	D
Performance Share Units (PSUs)	(1)	04/17/2024		M			31,714	(4)	(4)	Common Stock	31,714	$0	0	D
PSUs	(1)	04/17/2024		M			31,714	(4)	(4)	Common Stock	31,714	$0	0	D
RSUs	(1)	04/18/2024		M			26,709	(5)	(5)	Common Stock	26,709	$0	53,418	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.

3. The RSUs were granted on April 17, 2023 and vested as to one-half on April 17, 2024; the remaining half of the RSUs vest in two equal installments thereafter on July 17, 2024 and October 17, 2024.

4. The PSUs were issued on April 17, 2023. The number of PSUs earned and vested was based on achievement of a revenue goal set (prior to grant) by the Compensation Committee of the Issuer's Board of Directors for the fiscal year ended December 31, 2023. The remaining PSUs were forfeited.

5. The RSUs were granted on April 18, 2022 and vested as to one-third on April 18, 2023; the remaining two-thirds of the RSUs will vest in four equal semi-annual installments thereafter through April 18, 2025.

	Patrick Macken, By POA from Miguel Lopez	04/19/2024
	** 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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