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Form 3 Ribbon Communications For: Sep 16 Filed by: Bucci Sam

September 16, 2020 9:30 PM
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Bucci Sam
(Last) (First) (Middle)
C/O RIBBON COMMUNICATIONS INC.
4 TECHNOLOGY PARK DRIVE
(Street)
WESTFORD TX 01886
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/16/2020 		3. Issuer Name and Ticker or Trading Symbol
Ribbon Communications Inc. [ RBBN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP GM Packet Optical Networks
 5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (RSUs) (1) (1) Common Stock 100,236 (2) D
RSUs (3) (3) Common Stock 129,717 (2) D
Performance-Based Restricted Stock Units (PSUs) (4) 12/31/2022 Common Stock 40,094 (5) D
PSUs (6) 01/31/2022 Common Stock 133,333 (6) D
Explanation of Responses:
1. The RSUs will vest as to one-third on September 15, 2021 and the remaining two-thirds of the RSUs will vest in four equal semi-annual installments thereafter through September 15, 2023.
2. Each RSU represents a contingent right to receive one share of the Issuer's common stock.
3. The RSUs will vest in full on September 15, 2021.
4. Between zero (0) and 200% of the PSUs will vest, if at all, as determined by the Compensation Committee of the Issuer's Board of Directors (the "Compensation Committee") after the Issuer's total shareholder return (TSR) performance period commencing on January 1, 2020 and ending on December 31, 2022.
5. Each PSU represents a contingent right to receive one share of the Issuer's Common Stock, based on the Issuer's TSR compared to pre-established relative TSR goals, based on the TSR of the Russell 2500 Telecommunications Sub Sector Index, that were set by the Compensation Committee. The aggregate number of shares issued may range from zero (0) shares to 200% of the target number of shares reported in column 3 of Table II. The number of PSUs reported in column 3 of Table II reflects achievement at the target level of performance.
6. Each PSU represents a contingent right to receive one share of the Issuer's common stock. The PSUs will vest in full on the date the Issuer's stock price achieves a daily closing price on the NASDAQ market of $7.50 for 10 (ten) consecutive trading days on or before January 31, 2022 (the "Vesting Condition"). If the Vesting Condition is not met by January 31, 2022, then the PSUs will expire without vesting.
Patrick Macken, Attorney-in-Fact 09/16/2020
** 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.
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