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Form 4 SONUS NETWORKS INC For: Feb 24 Filed by: Polizzi Peter

February 26, 2015 5:47 PM EST
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
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hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Polizzi Peter
(Last) (First) (Middle)
C/O SONUS NETWORKS, INC.
4 TECHNOLOGY PARK DRIVE
(Street)
WESTFORD MA 01886
(City) (State) (Zip)
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)
VP, Global Services
3. Date of Earliest Transaction (Month/Day/Year)
02/24/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 02/24/2015   S   452 D $ 16.903 23,496 D  
Common Stock 02/25/2015   M   5,625 A $ 12 29,121 D  
Common Stock 02/25/2015   M   792 A $ 14.45 29,913 D  
Common Stock 02/25/2015   M   4,792 A $ 12.55 34,705 D  
Common Stock 02/25/2015   M   8,333 A $ 16.5 43,038 D  
Common Stock 02/25/2015   S   16,429 D $ 17 26,609 D  
Common Stock 02/25/2015   S   2,913 D $ 17.01 23,696 D  
Common Stock 02/25/2015   S   200 D $ 17.02 23,496 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Stock Option (right to buy) $ 12 (1) 02/25/2015   M     5,625 (1)   (2) 12/15/2021 Common Stock 5,625 (1) $ 0 3,125 (1) D  
Stock Option (right to buy) $ 14.45 (1) 02/25/2015   M     792 (1)   (3) 03/15/2022 Common Stock 792 (1) $ 0 542 (1) D  
Stock Option (right to buy) $ 12.55 (1) 02/25/2015   M     4,792 (1)   (4) 03/15/2023 Common Stock 4,792 (1) $ 0 5,208 (1) D  
Stock Option (right to buy) $ 16.5 (1) 02/25/2015   M     8,333 (1)   (5) 06/17/2023 Common Stock 8,333 (1) $ 0 11,667 (1) D  
Explanation of Responses:
1. Adjusted to reflect the 1-for-5 reverse stock split of the Common Stock of the Issuer that was made effective on the NASDAQ Global Select Market as of the commencement of trading on January 30, 2015.
2. 25% of the shares underlying this option vested on November 30, 2012. The remaining 75% of the shares underlying this option then vests in equal monthly increments for the following 36 months through November 30, 2015.
3. 25% of the shares underlying this option vested on March 15, 2013. The remaining 75% of the shares underlying this option then vests in equal monthly increments for the following 36 months through March 15, 2016.
4. 25% of the shares underlying this option vested on March 15, 2014. The remaining 75% of the shares underlying this option then vests in equal monthly increments for the following 36 months through March 15, 2017.
5. 25% of the shares underlying this option vested on June 17, 2014. The remaining 75% of the shares underlying this option then vests in equal monthly increments for the following 36 months through June 17, 2017.
Peter Polizzi 02/26/2015
** Signature of Reporting Person Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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