Eric S. Marmurek - 15 Mar 2023 Form 4 Insider Report for Ribbon Communications Inc. (RBBN)

Role
SVP, Finance & CAO
Signature
Patrick Macken, By POA from Rick Marmurek, SVP, CAO
Issuer symbol
RBBN
Transactions as of
15 Mar 2023
Net transactions value
-$48,193
Form type
4
Filing time
17 Mar 2023, 17:32:00 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 +4,116 +3.2% 134,291 15 Mar 2023 Direct F1
transaction RBBN Common Stock Tax liability $4,526 -1,220 -0.91% $3.71 133,071 15 Mar 2023 Direct F2
transaction RBBN Common Stock Options Exercise +11,442 +8.6% 144,513 15 Mar 2023 Direct F3
transaction RBBN Common Stock Tax liability $12,584 -3,392 -2.3% $3.71 141,121 15 Mar 2023 Direct F2
transaction RBBN Common Stock Options Exercise +18,307 +13% 159,428 15 Mar 2023 Direct F4
transaction RBBN Common Stock Tax liability $17,878 -4,819 -3% $3.71 154,609 15 Mar 2023 Direct F2
transaction RBBN Common Stock Options Exercise +15,432 +10% 170,041 16 Mar 2023 Direct F1
transaction RBBN Common Stock Tax liability $13,204 -3,730 -2.2% $3.54 166,311 16 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 -4,116 -33% $0.000000 8,233 15 Mar 2023 Common Stock 4,116 Direct F1, F5
transaction RBBN Performance-Based Restricted Stock Units Options Exercise $0 -11,442 -100% $0.000000* 0 15 Mar 2023 Common Stock 11,442 Direct F1, F3
transaction RBBN PSUs Options Exercise $0 -18,307 -100% $0.000000* 0 15 Mar 2023 Common Stock 18,307 Direct F1, F4
transaction RBBN RSUs Options Exercise $0 -15,432 -100% $0.000000* 0 16 Mar 2023 Common Stock 15,432 Direct F1, F6
* 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 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.
F6 The RSUs were granted on March 16, 2020 and vested as to one-third on March 16, 2021; the remaining two-thirds of the RSUs vested in four equal semi-annual installments thereafter through March 16, 2023.