| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/01/2024 |
3. Issuer Name and Ticker or Trading Symbol
Ribbon Communications Inc. [ RBBN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Restricted Stock Units (RSUs)(1) | (2) | (2) | Common Stock | 230,769 | $0 | D | |
| Performance-Based RSUs (PSUs)(1) | (3) | (3) | Common Stock | 314,583 | $0 | D | |
| PSUs(1) | (4) | (4) | Common Stock | 138,461 | $0 | D | |
| PSUs(1) | (5) | (5) | Common Stock | 92,308 | $0 | D | |
| Explanation of Responses: |
| 1. Each RSU and PSU converts into common stock on a one-for-one basis. |
| 2. The RSUs were awarded on October 15, 2024 and vest as to 128,205 shares on the first anniversary of the date of grant, with the remaining RSUs vesting in four equal semi-annual installments thereafter through October 15, 2027. |
| 3. The PSUs were awarded on October 15, 2024. The number of PSUs earned and issuable upon vesting will be determined based on both (i) the achievement of specified volume-weighted stock prices for the Common Stock, determined over a 60-day period, ranging from $4.00 to $6.00 and (ii) the passage of time through October 15, 2028. |
| 4. The PSUs were awarded on October 15, 2024. The number of PSUs earned and issuable upon vesting will be determined based on goals (set by the Compensation Committee on an annual basis) for each of the three fiscal years ending December 31, 2025, 2026 and 2027. The aggregate number of shares issued may range from zero shares to 150% of the target number of shares reported in column 3 of Table II. The number of PSUs reported in column 3 of Table II reflects achievement at the target level of performance. These PSU will vest on 03/15/2028. |
| 5. The PSUs were awarded on October 15, 2024. The number of PSUs earned and issuable upon vesting will be determined 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 at the time of grant) over the period beginning on the grant date and ending December 31, 2027. The aggregate number of shares issued may range from zero shares to 200% of the target number of shares reported in column 3 of Table II. The number of PSUs reported in column 3 of Table II reflects achievement at the target level of performance. This PSU will vest on 03/15/2028. |
| Patrick Macken, By POA from John Townsend | 11/04/2024 | |
| ** 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 5 (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. | ||