Sec Form 4 Filing - Empire Capital Management, L.L.C. @ SONUS NETWORKS INC - 2013-07-17

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Empire Capital Management, L.L.C.
2. Issuer Name and Ticker or Trading Symbol
SONUS NETWORKS INC [ SONS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1 GORHAM ISLAND, SUITE 201
3. Date of Earliest Transaction (MM/DD/YY)
07/17/2013
(Street)
WESTPORT, CT06880
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/17/2013 S 3,500,000 D $ 3.3 33,774,326 I See notes ( 1 ) ( 2 ) ( 3 )
Common Stock 07/18/2013 S 6,154 D $ 3.33 33,768,172 I See notes ( 1 ) ( 2 ) ( 3 )
Common Stock 07/18/2013 S 6,478 D $ 3.32 33,761,694 I See notes ( 1 ) ( 2 ) ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Empire Capital Management, L.L.C.
1 GORHAM ISLAND
SUITE 201
WESTPORT, CT06880
X
Fine Scott A
C/O EMPIRE CAPITAL MANAGEMENT LLC
1 GORHAM ISLAND, SUITE 201
WESTPORT, CT06880
X
Richards Peter J
C/O EMPIRE CAPITAL MANAGEMENT LLC
1 GORHAM ISLAND, SUITE 201
WESTPORT, CT06880
X
Signatures
/s/ Scott A. Fine, individually and as Managing Member of Empire Capital Management, LLC/s/ Peter J. Richards, individually and as Managing Member of Empire Capital Management, LLC 07/19/2013
Signature of Reporting Person Date
Scott A Fine 07/19/2013
Signature of Reporting Person Date
Peter J Richards 07/19/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This statement is filed by (i) Empire Capital Management, L.L.C., a Delaware limited liability company ("Empire Management") with respect to the shares of Common Stock directly held by Empire Capital Partners, L.P. ("Empire Onshore"), Empire Capital Partners, Ltd. ("Empire Offshore"), Empire Capital Partners Enhanced Master Fund, Ltd. ("Empire Enhanced Master", and together with Empire Onshore and Empire Offshore, the "Empire Investment Funds"), (ii) Mr. Scott A. Fine ("Mr. Fine") with respect to the shares of Common Stock directly held by the Empire Investment Funds and (iii) Mr. Peter J. Richards ("Mr. Richards") with respect to the shares of Common Stock directly held by the Empire Investment Funds.
( 2 )Empire Management serves as the investment manager to, and has investment discretion over the securities held by, the Empire Investment Funds. Mr. Fine and Mr. Richards are the only managing members of Empire Management. Each of the reporting persons disclaims beneficial ownership of the shares reported herein to the extent such beneficial ownership exceeds its pecuniary interest therein.
( 3 )The shares reported in column 5 exclude certain shares of Common Stock previously reported as to which the reporting persons have never had a pecuniary interest pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended.

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* If the form is filed by more than one reporting person, see Instruction 4(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).

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