Lopez Miguel A bought $5,798 worth of shares (2,000 units at $2.90), converted options into 12,401 shares and covered exercise/tax liability with 4,155 shares, increasing direct ownership by 4% to 289,121 units (SEC Form 4)
$RBBN
EDP Services
Technology
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
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) 03/15/2024 | ||||||||||||||||||||||||||
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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 | 03/15/2024 | P | 2,000 | A | $2.8992(1) | 280,875 | D | |||
| Common Stock | 03/15/2024 | M | 8,960 | A | (2) | 289,835 | D | |||
| Common Stock | 03/15/2024 | M | 3,441 | A | (3) | 293,276 | D | |||
| Common Stock | 03/15/2024 | F | 4,155 | D | $2.83(4) | 289,121 | D | |||
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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) | (2) | 03/15/2024 | M | 8,960 | (5) | (5) | Common Stock | 8,960 | $0 | 0 | D | ||||
| Performance Share Units (PSUs) | (2) | 03/15/2024 | M | 3,441 | (3) | (3) | Common Stock | 3,441 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.8991 to $2.8992, inclusive. The reporting person undertakes to provide to Ribbon Communications, any security holder of Ribbon Communications, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price with the ranges set forth in this footnote. |
| 2. Each Restricted Stock Unit (RSU) and Performance Share Unit (PSU) converts into common stock on a one-for-one basis. |
| 3. The number of PSUs earned and issued 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 ended December 31, 2023. Based on the Compensation Committee's determination of achievement of these pre-established financial goals, 32% of the shares subject to the 2023 financial period were earned and vested on March 15, 2024, and no shares were earned for the 2021 and 2022 performance periods and were forfeited. |
| 4. Reflects shares of Common Stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of the RSUs and PSUs. |
| 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 vested in four equal semi-annual installments thereafter through March 15, 2024. |
| Patrick Macken, By POA from Miguel Lopez | 03/18/2024 | |
| ** 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). | ||
| ** 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. | ||