Ribbon Communications Inc.

11/04/2024 | Press release | Distributed by Public on 11/04/2024 16:00

Initial Statement of Beneficial Ownership - Form 3

Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Townsend John Raymond
2. Date of Event Requiring Statement (Month/Day/Year)
2024-11-01 		3. Issuer Name and Ticker or Trading Symbol
Ribbon Communications Inc. [RBBN]
(Last) (First) (Middle)
6500 CHASE OAKS BLVD. , SUITE 100
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
EVP, Chief Financial Officer /
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
PLANO TX 75023
6. Individual or Join/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security 2. Amount of Securities Beneficially Owned 3. Ownership Form: Direct (D) or Indirect (I) 4. Nature of Indirect Beneficial Ownership
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 2. Date Exercisable and Expiration Date 3. Title and Amount of Securities Underlying Derivative Security 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 6. Nature of Indirect Beneficial Ownership
Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Townsend John Raymond
6500 CHASE OAKS BLVD.
SUITE 100
PLANO, TX75023

EVP, Chief Financial Officer

Signatures

Patrick Macken, By POA from John Townsend 2024-11-04
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(b)(v).
(**) Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each RSU and PSU converts into common stock on a one-for-one basis.
(2) The RSUs were awarded on October 15, 2024 and vest as to 128,205 shares on the first anniversary of the date of grant, with the remaining RSUs vesting in four equal semi-annual installments thereafter through October 15, 2027.
(3) The PSUs were awarded on October 15, 2024. The number of PSUs earned and issuable upon vesting will be determined based on both (i) the achievement of specified volume-weighted stock prices for the Common Stock, determined over a 60-day period, ranging from $4.00 to $6.00 and (ii) the passage of time through October 15, 2028.
(4) The PSUs were awarded on October 15, 2024. The number of PSUs earned and issuable upon vesting will be determined based on goals (set by the Compensation Committee on an annual basis) for each of the three fiscal years ending December 31, 2025, 2026 and 2027. The aggregate number of shares issued may range from zero shares to 150% of the target number of shares reported in column 3 of Table II. The number of PSUs reported in column 3 of Table II reflects achievement at the target level of performance. These PSU will vest on 03/15/2028.
(5) The PSUs were awarded on October 15, 2024. The number of PSUs earned and issuable upon vesting will be determined based on the Issuer's total shareholder return (TSR) compared to pre-established relative TSR goals, based on the TSR of a peer index of companies (set by the Compensation Committee at the time of grant) over the period beginning on the grant date and ending December 31, 2027. The aggregate number of shares issued may range from zero shares to 200% of the target number of shares reported in column 3 of Table II. The number of PSUs reported in column 3 of Table II reflects achievement at the target level of performance. This PSU will vest on 03/15/2028.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.