SEC Form 4 · accession 0001619835-18-000004
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
Apr 2, 2018
Accepted (ET)
Apr 4, 2018 · 4:26 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 | Apr 2, 2018 | M | 13,542 | $0.00 | A | 218,827 | D | |
| Common StockF3 | Apr 2, 2018 | M | 8,125 | $0.00 | A | 226,952 | D | |
| Common StockF5 | Apr 2, 2018 | F | 18,249 | $5.10 | D | 208,703 | 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 | Apr 2, 2018 | M | 13,542 | A | — | — | Common Stock | 13,542 | 5,208 | D |
| Performance-Based Restricted Stock Units (PSUs)F3,F4 | $0.00 | Apr 2, 2018 | M | 8,125 | A | — | — | Common Stock | 8,125 | 0 | D |
Explanation of responses
- F1Represents the vesting (at 130% of target) of Performance-Based Restricted Stock Units (PSUs) granted on March 31, 2017 for the 2017 performance period. As a result of the achievement of 130%, which was above target, the Company increased the number of shares granted to the individual by 3,125 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 remaining PSUs will vest on March 31, 2019 and accordingly have no expiration date.
- F3Represents the vesting (at 130% of target) of Performance-Based Restricted Stock Units (PSUs) granted on April 1, 2016 for the 2017 performance period. As a result of the achievement of 130%, which was above target, the Company increased the number of shares granted to the individual by 1,875 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.
- F4The PSUs have fully vested and accordingly have no expiration date
- F5PAYMENT OF TAX LIABILITY BY DELIVERING SECURITIES TO THE COMPANY INCIDENT TO THE VESTING OF A SECURITY.