Michael R. Swade Form 4 Sonus / 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

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^*

Swade Michael R.

(Last)

(First)

(Middle)

C/O SONUS NETWORKS, INC.

4 TECHNOLOGY PARK DRIVE

(Street)

WESTFORD

01886

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Sonus, 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)
10/27/2017

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)
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	10/27/2017		M		4,167⁽¹⁾⁽²⁾	A	$0	225,717	D
Common Stock	10/27/2017		M		6,250⁽¹⁾⁽²⁾	A	$0	231,967	D
Common Stock	10/27/2017		M		15,625⁽¹⁾⁽²⁾	A	$0	247,592	D
Common Stock	10/27/2017		F		29,049⁽³⁾	D	$8.36	218,543	D
Common Stock	10/27/2017		D		218,543	D	$0	0⁽⁴⁾⁽⁵⁾	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)
Performance-Based Restricted Stock Units (PSUs)	$0	10/27/2017		M			4,167⁽¹⁾⁽²⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	4,167⁽¹⁾⁽²⁾	$0	0⁽⁶⁾	D
Performance-Based Restricted Stock Units (PSUs)	$0	10/27/2017		M			6,250⁽¹⁾⁽²⁾	⁽⁷⁾	⁽⁷⁾	Common Stock	6,250⁽¹⁾⁽²⁾	$0	0⁽⁷⁾	D
Performance-Based Restricted Stock Units (PSUs)	$0	10/27/2017		M			15,625⁽¹⁾⁽²⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	15,625⁽¹⁾⁽²⁾	$0	0⁽⁸⁾	D

Explanation of Responses:

1. Represents the aggregate number of shares of Common Stock for which vesting accelerated on October 27, 2017 under the Performance-Based Restricted Stock Units ("PSUs") granted to the Reporting Person on each of March 16, 2015 (the "2015 PSU Grant"), April 1, 2016 (the "2016 PSU Grant") and March 31, 2017 (the "2017 PSU Grant", and together with the 2015 PSU Grant and 2016 PSU Grant, the "PSU Grants"). Pursuant to the terms of the PSU Grants, 50% of the total shares remaining under the PSUs accelerated immediately upon the closing of the Mergers (as defined in Footnote 4 to this Form 4) and, as directed by the Compensation Committee of the Issuer's Board of Directors on May 22, 2017, vested at target. The original aggregate number of PSUs granted to the Reporting Person under the PSU Grants were reported in Table II of the applicable Form 4s filed by the Reporting Person in connection with each such grant.

2. In addition, of the 26,042 total shares of Common Stock that vested under the PSU Grants following the closing of the Mergers, the Reporting Person delivered 7,902 shares to the Issuer for payment of tax liability incident to the vesting of a security, as detailed in Footnote 3 to this Form 4.

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

4. Reflects disposition pursuant to the Agreement and Plan of Merger, dated as of May 23, 2017, by and among the Issuer (formerly Sonus Networks, Inc.), (i) Sonus Networks, Inc. (formerly Solstice Sapphire Investments, Inc.) ("Sonus Networks") and its wholly-owned subsidiaries and (ii) GENBAND Holdings Company ("GENBAND") and its two related holding companies such that, following the consummation of a series of merger transactions (collectively, the "Mergers"), both the Issuer and GENBAND became wholly-owned subsidiaries of Sonus Networks. In the Mergers, each share of Issuer Common Stock was exchanged for one share of common stock, par value $0.0001 per share, of Sonus Networks ("New Common Stock").

5. The closing price of a share of Issuer Common Stock on October 27, 2017 (the last trading day prior to the effectiveness of the Mergers) was $8.14, and the closing price of a share of New Common Stock on October 30, 2017 (the first trading day following the effectiveness of the Mergers) was $8.39.

6. The 2015 PSU Grant was assumed by Sonus Networks in connection with the Mergers. Between zero percent (0%) and 120% of the remaining shares subject to the 2015 PSU Grant will vest into New Common Stock, if at all, on March 16, 2018.

7. The 2016 PSU Grant was assumed by Sonus Networks in connection with the Mergers. Between zero percent (0%) and 200% of one-half of the remaining shares subject to the 2016 PSU Grant will vest into New Common Stock, if at all, on each of April 1, 2018 and April 1, 2019.

8. The 2017 PSU Grant was assumed by Sonus Networks in connection with the Mergers. Between zero percent (0%) and 200% of one-third of the remaining shares subject to the 2017 PSU Grant will vest into New Common Stock, if at all, on each of March 31, 2018, March 31, 2019 and March 31, 2020.

Remarks:

	Michael R. Swade	10/31/2017
	** 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).
** 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.

Michael R. Swade Form 4Sonus / Michael R. Swade ownership change