Sec Form 4 Filing - Villare Susan M. @ SONUS NETWORKS INC - 2017-03-31

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 Villare Susan M. 2. Issuer Name and Ticker or Trading Symbol SONUS NETWORKS INC [ SONS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Interim CFO (Last) (First) (Middle) C/O SONUS NETWORKS, INC., 4 TECHNOLOGY PARK DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 03/31/2017 (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 03/31/2017 A 45,000 ( 1 ) A $ 0 118,900 D Common Stock 04/03/2017 F 3,160 ( 4 ) D $ 6.59 115,740 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 03/31/2017 A 15,000 ( 2 ) ( 3 ) ( 3 ) Common Stock 15,000 ( 2 ) $ 0 15,000 ( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Villare Susan M. C/O SONUS NETWORKS, INC. 4 TECHNOLOGY PARK DRIVE WESTFORD, MA01886 Interim CFO Signatures Susan M. Villare 04/04/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These are restricted shares of Common Stock that vest over a three-year period as follows: one-third of the shares shall vest on March 31, 2018, and the remaining two-thirds of the shares shall vest in four equal increments semi-annually thereafter through March 31, 2020. ( 2 )Each PSU represents a contingent right to receive one share of the Issuer's Common Stock, 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. The aggregate number of shares issued may range from zero (0) shares to 120% of the target number of shares reported in columns 7 and 9 of this report. ( 3 )Between zero (0) and 200% of one-third of the PSUs will vest, if at all, on each of March 31, 2018, March 31, 2019 and March 31, 2020. ( 4 )PAYMENT OF TAX LIABILITY BY DELIVERING SECURITIES TO THE ISSUER INCIDENT TO THE VESTING OF A SECURITY.

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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