Sec Form 4 Filing - DOLAN RAYMOND P @ Sonus, Inc. - 2017-10-27

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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
DOLAN RAYMOND P
2. Issuer Name and Ticker or Trading Symbol
Sonus, Inc. [ SONS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO and President
(Last) (First) (Middle)
C/O SONUS NETWORKS, INC., 4 TECHNOLOGY PARK DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
10/27/2017
(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 10/27/2017 M 4,167 ( 1 ) ( 2 ) A $ 0 1,277,581 D
Common Stock 10/27/2017 M 12,500 ( 1 ) ( 2 ) A $ 0 1,290,081 D
Common Stock 10/27/2017 M 31,250 ( 1 ) ( 2 ) A $ 0 1,321,331 D
Common Stock 10/27/2017 F 100,445 ( 3 ) D $ 8.36 1,220,886 D
Common Stock 10/27/2017 D 1,220,886 D $ 0 0 ( 4 ) ( 5 ) 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
Performance-Based Restricted Stock Units (PSUs) $ 0 10/27/2017 M 4,167 ( 1 ) ( 2 ) ( 6 ) ( 6 ) Common Stock 4,167 ( 1 ) ( 2 ) $ 0 0 ( 6 ) D
Performance-Based Restricted Stock Units (PSUs) $ 0 10/27/2017 M 12,500 ( 1 ) ( 2 ) ( 7 ) ( 7 ) Common Stock 12,500 ( 1 ) ( 2 ) $ 0 0 ( 7 ) D
Performance-Based Restricted Stock Units (PSUs) $ 0 10/27/2017 M 31,250 ( 1 ) ( 2 ) ( 8 ) ( 8 ) Common Stock 31,250 ( 1 ) ( 2 ) $ 0 0 ( 8 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DOLAN RAYMOND P
C/O SONUS NETWORKS, INC.
4 TECHNOLOGY PARK DRIVE
WESTFORD, MA01886
X CEO and President
Signatures
Raymond P. Dolan 10/31/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the aggregate number of shares of Common Stock for which vesting accelerated on October 27, 2017 under the Performance-Based Restricted Stock Units ("PSUs") granted to the Reporting Person on each of March 16, 2015 (the "2015 PSU Grant"), April 1, 2016 (the "2016 PSU Grant") and March 31, 2017 (the "2017 PSU Grant", and together with the 2015 PSU Grant and 2016 PSU Grant, the "PSU Grants"). Pursuant to the terms of the PSU Grants, 50% of the total shares remaining under the PSUs accelerated immediately upon the closing of the Mergers (as defined in Footnote 4 to this Form 4) and, as directed by the Compensation Committee of the Issuer's Board of Directors on May 22, 2017, vested at target. The original aggregate number of PSUs granted to the Reporting Person under the PSU Grants were reported in Table II of the applicable Form 4s filed by the Reporting Person in connection with each such grant.
( 2 )In addition, of the 47,917 total shares of Common Stock that vested under the PSU Grants following the closing of the Mergers, the Reporting Person delivered 23,453 shares to the Issuer for payment of tax liability incident to the vesting of a security, as detailed in Footnote 3 to this Form 4.
( 3 )PAYMENT OF TAX LIABILITY BY DELIVERING SECURITIES TO THE ISSUER INCIDENT TO THE VESTING OF A SECURITY.
( 4 )Reflects disposition pursuant to the Agreement and Plan of Merger, dated as of May 23, 2017, by and among the Issuer (formerly Sonus Networks, Inc.), (i) Sonus Networks, Inc. (formerly Solstice Sapphire Investments, Inc.) ("Sonus Networks") and its wholly-owned subsidiaries and (ii) GENBAND Holdings Company ("GENBAND") and its two related holding companies such that, following the consummation of a series of merger transactions (collectively, the "Mergers"), both the Issuer and GENBAND became wholly-owned subsidiaries of Sonus Networks. In the Mergers, each share of Issuer Common Stock was exchanged for one share of common stock, par value $0.0001 per share, of Sonus Networks ("New Common Stock").
( 5 )The closing price of a share of Issuer Common Stock on October 27, 2017 (the last trading day prior to the effectiveness of the Mergers) was $8.14, and the closing price of a share of New Common Stock on October 30, 2017 (the first trading day following the effectiveness of the Mergers) was $8.39.
( 6 )The 2015 PSU Grant was assumed by Sonus Networks in connection with the Mergers. Between zero percent (0%) and 120% of the remaining shares subject to the 2015 PSU Grant will vest into New Common Stock, if at all, on March 16, 2018.
( 7 )The 2016 PSU Grant was assumed by Sonus Networks in connection with the Mergers. Between zero percent (0%) and 200% of one-half of the remaining shares subject to the 2016 PSU Grant will vest into New Common Stock, if at all, on each of April 1, 2018 and April 1, 2019.
( 8 )The 2017 PSU Grant was assumed by Sonus Networks in connection with the Mergers. Between zero percent (0%) and 200% of one-third of the remaining shares subject to the 2017 PSU Grant will vest into New Common Stock, if at all, on each of March 31, 2018, March 31, 2019 and March 31, 2020.

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