SEC Form 4 · accession 0001615890-17-000006
Sonus, Inc. · SONS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kevin W. Riley
Officer — SVP Engineering & CTO
Period of report
Mar 31, 2017
Accepted (ET)
Apr 4, 2017 · 4:18 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001105472
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 31, 2017 | A | 93,750 | $0.00 | A | 236,865 | D | |
| Common StockF4,F5 | Apr 3, 2017 | M | 4,750 | $0.00 | A | 241,615 | D | |
| Common StockF8 | Apr 3, 2017 | F | 7,637 | $6.59 | D | 233,978 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance-Based Restricted Stock Units (PSUs)F2,F3 | $0.00 | Mar 31, 2017 | A | 31,250 | A | — | — | Common Stock | 31,250 | 31,250 | D |
| Performance-Based Restricted Stock Units (PSUs)F4,F5,F7,F6 | $0.00 | Apr 3, 2017 | M | 4,750 | D | — | — | Common Stock | 4,750 | 12,500 | D |
Explanation of responses
- F1These are restricted shares of Common Stock that vest over a three-year period as follows: one-third of the shares shall vest on March 31, 2018, and the remaining two-thirds of the shares shall vest in four equal increments semi-annually thereafter through March 31, 2020.
- F2Each 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 the NASDAQ Telecommunications Index, that were set by the Compensation Committee of the Issuer's Board of Directors. The aggregate number of shares issued may range from zero (0) shares to 120% of the target number of shares reported in columns 7 and 9 of this report.
- F3Between zero (0) and 200% of one-third of the PSUs will vest, if at all, on each of March 31, 2018, March 31, 2019 and March 31, 2020.
- F4Represents the number of shares of Common Stock that vested for the 2016 performance period in connection with the 18,750 PSUs granted to the Reporting Person on April 1, 2016. As described in the Form 4 filed by the Reporting Person on April 5, 2016, between zero (0) and 200% of 6,250 PSUs were eligible to vest to the Reporting Person on April 1, 2017 for the 2016 performance period. Of this amount, 4,750 shares of Common Stock actually vested to the Reporting Person, representing vesting at 76.0% of target for the 2016 performance period. Performance for this award during the award's 2016 performance period was measured based on the Issuer's total shareholder return (TSR) compared to pre-established relative TSR goals, based on the TSR of the NASDAQ Telecommunications Index, that were set by the Compensation Committee of the Issuer's Board of Directors.
- F5As a result of achievement at 76.0% of target based on the Issuer's performance for the 2016 performance period, the Reporting Person forfeited 1,500 shares. In addition, of the 4,750 total shares of Common Stock that vested for the 2016 performance period, the Reporting Person delivered 1,543 shares to the Issuer for payment of tax liability incident to the vesting of a security, as detailed in Footnote 8 to this Form 4.
- F6Between zero (0) and 200% of one half of the remaining PSUs will vest, if at all, on each of April 1, 2018 and April 1, 2019.
- F7Amount reflects the forfeiture of 1,500 PSUs of the aggregate amount granted on April 1, 2016 that failed to vest following the 2016 performance period based on the Issuer's performance for such 2016 performance period as determined by the Compensation Committee of the Issuer's Board of Directors at the end of the 2016 performance period. The original aggregate number of PSUs granted to the Reporting Person on April 1, 2016 was reported in Table II of Form 4 filed by the Reporting Person on April 5, 2016.
- F8PAYMENT OF TAX LIABILITY BY DELIVERING SECURITIES TO THE ISSUER INCIDENT TO THE VESTING OF A SECURITY.