SEC Form 4 · accession 0001619835-18-000002
Ribbon Communications Inc. · RBBN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael R. Swade
Officer — EVP Global Sales
Period of report
Mar 16, 2018
Accepted (ET)
Mar 20, 2018 · 4:22 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001708055
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 16, 2018 | M | 4,667 | $0.00 | A | 222,831 | D | |
| Common StockF3 | Mar 16, 2018 | F | 3,567 | $5.12 | D | 219,264 | D | |
| Common Stock | Mar 16, 2018 | S | 13,979 | $5.14 | D | 205,285 | 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 | $0.00 | Mar 16, 2018 | M | 4,667 | A | — | — | Common Stock | 4,667 | 0 | D |
Explanation of responses
- F1Represents the vesting (at 112% of target) of Performance-Based Restricted Stock Units (PSUs) granted on March 16, 2015 for the 2017 performance period. As a result of the achievement of 112%, which was above target, the Company increased the number of shares granted to the individual by 500 shares, or the above-target amount, to account for such achievement.Performance for this award during the award's 2017 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.
- F2The PSUs have fully vested and accordingly have no expiration date.
- F3PAYMENT OF TAX LIABILITY BY DELIVERING SECURITIES TO THE COMPANY INCIDENT TO THE VESTING OF A SECURITY.