Sec Form 4 Filing - McClelland Bruce William @ Ribbon Communications Inc. - 2020-03-13

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 McClelland Bruce William 2. Issuer Name and Ticker or Trading Symbol Ribbon Communications Inc. [ RBBN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) C/O RIBBON COMMUNICATIONS INC., 4 TECHNOLOGY PARK DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 03/13/2020 (Street) WESTFORD, MA01886 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/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 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 03/13/2020 P 10,000 A $ 2.2 65,575 D Common Stock 03/16/2020 P 10,000 A $ 2.2578 ( 2 ) 75,575 D

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 Restricted Stock Units (RSUs) ( 1 ) 03/16/2020 A 462,963 ( 3 ) ( 3 ) Common Stock 462,963 $ 0 462,963 D Performance-Based Restricted Stock Units (PSUs) ( 1 ) 03/16/2020 A 4,750,000 ( 4 ) ( 4 ) Common Stock 4,750,000 $ 0 4,750,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McClelland Bruce William C/O RIBBON COMMUNICATIONS INC. 4 TECHNOLOGY PARK DRIVE WESTFORD, MA01886 X President & CEO Signatures Bruce W. McClelland 03/17/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each RSU represents a contingent right to receive one share of Ribbon Communications Inc. ("Ribbon") common stock. ( 2 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.55 to $2.60, inclusive. The reporting person undertakes to provide to Ribbon, any security holder of Ribbon, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price with the ranges set forth in this footnote. ( 3 )The RSUs shall become fully vested on the earlier of (i) March 16, 2021 and (ii) the date of the consummation of a change in control (the earlier date, the "Vesting Date"), so long as the reporting person remains actively and continuously employed by the Company or any of its subsidiaries through the Vesting Date. ( 4 )The PSUs vest upon Ribbon's common stock achieving sustained market prices of $7.50, $12.00, $15.00 and $20.00 per share over a consecutive twenty day period during the applicable performance period (each such date a "Performance Vesting Date"), in each case, subject to the reporting person's active and continuous employment by Ribbon or any of its subsidiaries through each applicable Performance Vesting Date; provided that no PSUs are eligible to vest after September 1, 2024. In the event that the applicable target price for a performance period is not achieved, the corresponding PSUs may still be eligible to vest in a later performance period.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

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