Eric S Marmurek Form 4 Ribbon Communications / Eric S Marmurek 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^*

Marmurek Eric S

(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)
SVP, CAO

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2021

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	03/16/2021		M		30,865	A	$0.0(1)	64,399	D
Common Stock	03/16/2021		F		7,482(2)	D	$8.65	56,917	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)	(3)	03/15/2021		A		24,700		(4)	(4)	Common Stock	24,700	$0.0	24,700	D
Performance-Based Restricted Stock Units (PSUs)	(5)	03/15/2021		A		14,820		(5)	(5)	Common Stock	14,820	$0.0	14,820	D
PSUs	(6)	03/15/2021		A		9,880		(6)	(6)	Common Stock	9,880	$0.0	9,880	D
RSUs	(3)	03/16/2021		M			30,865	(7)	(7)	Common Stock	30,865	$0	61,728	D

Explanation of Responses:

1. RSUs convert 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 RSUs.

3. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

4. The RSUs will vest as to one-third on March 15, 2022 and the remaining two-thirds of the RSUs will vest in four equal semi-annual installments thereafter through March 15, 2024.

5. Each PSU represents a contingent right to receive one share of the Issuer's Common Stock. The number of PSUs earned and issuable upon vesting will be 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. The aggregate number of shares issued may range from zero shares to 200% of the target number of shares reported in columns 5, 7 and 9 of Table II. The number of PSUs reported in columns 5, 7 and 9 of Table II reflects achievement at the target level of performance. This PSU will vest on 3/15/2024.

6. 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 over the three fiscal years ending prior to the vesting date. The aggregate number of shares issued may range from zero shares to 200% of the target number of shares reported in columns 5, 7 and 9 of Table II. The number of PSUs reported in columns 5, 7 and 9 of Table II reflects achievement at the target level of performance. This PSU will vest on 3/15/2024.

7. On March 16, 2020, the Reporoting Person was awarded 92,593 RSUs which vested as to one-third on March 16, 2021. The remaining RSUs vest in four equal semi-annual installments thereafter through March 16, 2023.

	Patrick Macken, Attorney-in-Fact	03/17/2021
	** Signature of Reporting Person	Date
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