SEC Form 4 · accession 0001619835-17-000012
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
Oct 27, 2017
Accepted (ET)
Oct 31, 2017 · 6:30 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,F2 | Oct 27, 2017 | M | 4,167 | $0.00 | A | 225,717 | D | |
| Common StockF1,F2 | Oct 27, 2017 | M | 6,250 | $0.00 | A | 231,967 | D | |
| Common StockF1,F2 | Oct 27, 2017 | M | 15,625 | $0.00 | A | 247,592 | D | |
| Common StockF3 | Oct 27, 2017 | F | 29,049 | $8.36 | D | 218,543 | D | |
| Common StockF4,F5 | Oct 27, 2017 | D | 218,543 | $0.00 | D | 0 | 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,F2,F6 | $0.00 | Oct 27, 2017 | M | 4,167 | D | — | — | Common Stock | 4,167 | 0 | D |
| Performance-Based Restricted Stock Units (PSUs)F1,F2,F7 | $0.00 | Oct 27, 2017 | M | 6,250 | D | — | — | Common Stock | 6,250 | 0 | D |
| Performance-Based Restricted Stock Units (PSUs)F1,F2,F8 | $0.00 | Oct 27, 2017 | M | 15,625 | D | — | — | Common Stock | 15,625 | 0 | D |
Explanation of responses
- F1Represents the aggregate number of shares of Common Stock for which vesting accelerated on October 27, 2017 under the Performance-Based Restricted Stock Units ("PSUs") granted to the Reporting Person on each of March 16, 2015 (the "2015 PSU Grant"), April 1, 2016 (the "2016 PSU Grant") and March 31, 2017 (the "2017 PSU Grant", and together with the 2015 PSU Grant and 2016 PSU Grant, the "PSU Grants"). Pursuant to the terms of the PSU Grants, 50% of the total shares remaining under the PSUs accelerated immediately upon the closing of the Mergers (as defined in Footnote 4 to this Form 4) and, as directed by the Compensation Committee of the Issuer's Board of Directors on May 22, 2017, vested at target. The original aggregate number of PSUs granted to the Reporting Person under the PSU Grants were reported in Table II of the applicable Form 4s filed by the Reporting Person in connection with each such grant.
- F2In addition, of the 26,042 total shares of Common Stock that vested under the PSU Grants following the closing of the Mergers, the Reporting Person delivered 7,902 shares to the Issuer for payment of tax liability incident to the vesting of a security, as detailed in Footnote 3 to this Form 4.
- F3PAYMENT OF TAX LIABILITY BY DELIVERING SECURITIES TO THE ISSUER INCIDENT TO THE VESTING OF A SECURITY.
- F4Reflects disposition pursuant to the Agreement and Plan of Merger, dated as of May 23, 2017, by and among the Issuer (formerly Sonus Networks, Inc.), (i) Sonus Networks, Inc. (formerly Solstice Sapphire Investments, Inc.) ("Sonus Networks") and its wholly-owned subsidiaries and (ii) GENBAND Holdings Company ("GENBAND") and its two related holding companies such that, following the consummation of a series of merger transactions (collectively, the "Mergers"), both the Issuer and GENBAND became wholly-owned subsidiaries of Sonus Networks. In the Mergers, each share of Issuer Common Stock was exchanged for one share of common stock, par value $0.0001 per share, of Sonus Networks ("New Common Stock").
- F5The closing price of a share of Issuer Common Stock on October 27, 2017 (the last trading day prior to the effectiveness of the Mergers) was $8.14, and the closing price of a share of New Common Stock on October 30, 2017 (the first trading day following the effectiveness of the Mergers) was $8.39.
- F6The 2015 PSU Grant was assumed by Sonus Networks in connection with the Mergers. Between zero percent (0%) and 120% of the remaining shares subject to the 2015 PSU Grant will vest into New Common Stock, if at all, on March 16, 2018.
- F7The 2016 PSU Grant was assumed by Sonus Networks in connection with the Mergers. Between zero percent (0%) and 200% of one-half of the remaining shares subject to the 2016 PSU Grant will vest into New Common Stock, if at all, on each of April 1, 2018 and April 1, 2019.
- F8The 2017 PSU Grant was assumed by Sonus Networks in connection with the Mergers. Between zero percent (0%) and 200% of one-third of the remaining shares subject to the 2017 PSU Grant will vest into New Common Stock, if at all, on each of March 31, 2018, March 31, 2019 and March 31, 2020.