Sec Form 4 Filing - Swade Michael R. @ Ribbon Communications Inc. - 2018-04-02

Insider filing report for Changes in Beneficial Ownership
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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
Swade Michael R.
2. Issuer Name and Ticker or Trading Symbol
Ribbon Communications Inc. [ RBBN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP Global Sales
(Last) (First) (Middle)
C/O RIBBON COMMUNICATIONS INC., 4 TECHNOLOGY PARK DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
04/02/2018
(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 04/02/2018 M 13,542 ( 1 ) A $ 0 218,827 D
Common Stock 04/02/2018 M 8,125 ( 3 ) A $ 0 226,952 D
Common Stock 04/02/2018 F 18,249 ( 5 ) D $ 5.1 208,703 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 04/02/2018 M 13,542 ( 1 ) ( 2 ) ( 2 ) Common Stock 13,542 ( 1 ) $ 0 5,208 D
Performance-Based Restricted Stock Units (PSUs) $ 0 04/02/2018 M 8,125 ( 3 ) ( 4 ) ( 4 ) Common Stock 8,125 ( 3 ) $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Swade Michael R.
C/O RIBBON COMMUNICATIONS INC.
4 TECHNOLOGY PARK DRIVE
WESTFORD, MA01886
EVP Global Sales
Signatures
Michael R. Swade 04/04/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the vesting (at 130% of target) of Performance-Based Restricted Stock Units (PSUs) granted on March 31, 2017 for the 2017 performance period. As a result of the achievement of 130%, which was above target, the Company increased the number of shares granted to the individual by 3,125 shares, or the above-target amount, to account for such achievement.Performance for this award during the award's 2017 performance period was measured 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.
( 2 )The remaining PSUs will vest on March 31, 2019 and accordingly have no expiration date.
( 3 )Represents the vesting (at 130% of target) of Performance-Based Restricted Stock Units (PSUs) granted on April 1, 2016 for the 2017 performance period. As a result of the achievement of 130%, which was above target, the Company increased the number of shares granted to the individual by 1,875 shares, or the above-target amount, to account for such achievement.Performance for this award during the award's 2017 performance period was measured 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.
( 4 )The PSUs have fully vested and accordingly have no expiration date
( 5 )PAYMENT OF TAX LIABILITY BY DELIVERING SECURITIES TO THE COMPANY INCIDENT TO THE VESTING OF A SECURITY.

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