SEC Form 4 · accession 0001619835-17-000002
Sonus, Inc. · SONS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael R. Swade
Officer — SVP Worldwide Sales
Period of report
Mar 16, 2017
Accepted (ET)
Mar 20, 2017 · 5:07 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 16, 2017 | M | 7,533 | $0.00 | A | 144,035 | D | |
| Common StockF2 | Mar 16, 2017 | F | 6,458 | $6.62 | D | 137,577 | 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)F1,F4,F3 | $0.00 | Mar 16, 2017 | M | 7,533 | A | — | — | Common Stock | 7,533 | 8,334 | D |
Explanation of responses
- F1Represents the vesting (at 90.4% of target) of Performance-Based Restricted Stock Units (PSUs) granted on March 16, 2015 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.
- F2PAYMENT OF TAX LIABILITY BY DELIVERING SECURITIES TO THE ISSUER INCIDENT TO THE VESTING OF A SECURITY.
- F3The remaining PSUs will vest, if at all, on March 16, 2018.
- F4Amount reflects the forfeiture of (i) 8,333 PSUs of the aggregate amount granted on March 16, 2015 that failed to vest following the 2015 performance period based on the Issuer's performance for such 2015 performance period, and (ii) 800 PSUs of the aggregate amount granted on March 16, 2015 that failed to vest following the 2016 performance period based on the Issuer's performance for such 2016 performance period, each as determined by the Compensation Committee of the Issuer's Board of Directors at the end of the applicable performance period. The original aggregate number of PSUs granted to the Reporting Person on March 16, 2015 was reported in Table II of Form 4 filed by the Reporting Person on March 17, 2015.