Sam Bucci - 15 Mar 2023 Form 4 Insider Report for Ribbon Communications Inc. (RBBN)

Role: EVP & COO
Signature: Patrick Macken, By POA from Sam Bucci, EVP & COO
Issuer symbol: RBBN
Transactions as of: 15 Mar 2023
Net transactions value: -$178,381
Form type: 4
Filing time: 17 Mar 2023, 17:30:53 UTC
Previous filing: 19 Jan 2023
Next filing: 19 Apr 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RBBN	Common Stock	Options Exercise		+16,705	+12%		154,565	15 Mar 2023	Direct	F1
transaction	RBBN	Common Stock	Tax liability	$33,175	-8,942	-5.8%	$3.71	145,623	15 Mar 2023	Direct	F2
transaction	RBBN	Common Stock	Options Exercise		+7,965	+5.5%		153,588	15 Mar 2023	Direct	F1
transaction	RBBN	Common Stock	Tax liability	$15,816	-4,263	-2.8%	$3.71	149,325	15 Mar 2023	Direct	F2
transaction	RBBN	Common Stock	Options Exercise		+25,059	+17%		174,384	15 Mar 2023	Direct	F3
transaction	RBBN	Common Stock	Tax liability	$49,766	-13,414	-7.7%	$3.71	160,970	15 Mar 2023	Direct	F2
transaction	RBBN	Common Stock	Options Exercise		+40,094	+25%		201,064	15 Mar 2023	Direct	F4
transaction	RBBN	Common Stock	Tax liability	$79,624	-21,462	-11%	$3.71	179,602	15 Mar 2023	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	RBBN	Restricted Stock Units (RSUs)	Options Exercise	$0	-16,705	-50%	$0.000000	16,705	15 Mar 2023	Common Stock	16,705		Direct	F1, F5
transaction	RBBN	RSUs	Options Exercise	$0	-7,965	-33%	$0.000000	15,929	15 Mar 2023	Common Stock	7,965		Direct	F1, F6
transaction	RBBN	Performance-Based Restricted Stock Units (PSUs)	Options Exercise	$0	-25,059	-100%	$0.000000^*	0	15 Mar 2023	Common Stock	25,059		Direct	F1, F3
transaction	RBBN	RSUs	Options Exercise	$0	-40,094	-100%	$0.000000^*	0	15 Mar 2023	Common Stock	40,094		Direct	F1, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each Restricted Stock Unit (RSU) and Performance Share Unit (PSU) converts into common stock on a one-for-one basis.
F2	Reflects shares of Common Stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of the RSUs and PSUs.
F3	The number of PSUs earned and issuable upon vesting was determined based on goals (set by the Compensation Committee of the Issuer's Board of Directors (the "Compensation Committee") on an annual basis) for each of the three fiscal years prior to the vesting date. Based on the Compensation Committee's determination of achievement of these pre-established financial goals, 125% of the shares subject to the 2020 financial period were earned and vested on March 15, 2023, and no shares were earned for the 2021 and 2022 performance periods and were forfeited.
F4	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 a peer index of companies (set by the Compensation Committee at the time of grant) over the three fiscal years ending prior to the vesting date. Based on the Compensation Committee's determination of achievement at December 31, 2022, the number of PSUs reported as vested reflects achievement at 100% of target level performance over the three-year period.
F5	The RSUs were granted on September 15, 2020 and vested as to one-third on September 15, 2021; the remaining two-thirds of the RSUs vest in four equal semi-annual installments thereafter through September 15, 2023.
F6	The RSUs were granted on March 15, 2021 and vested as to one-third on March 15, 2022; the remaining two-thirds of the RSUs vest in four equal semi-annual installments thereafter through March 15, 2024.