Sam Bucci - 17 Apr 2023 Form 4 Insider Report for Ribbon Communications Inc. (RBBN)

Role: EVP & COO
Signature: Patrick Macken, By POA for Sam Bucci, EVP & COO
Issuer symbol: RBBN
Transactions as of: 17 Apr 2023
Net transactions value: -$78,350
Form type: 4
Filing time: 19 Apr 2023, 17:10:26 UTC
Previous filing: 17 Mar 2023
Next filing: 19 Sep 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	$0	+53,420	+30%	$0.000000	233,022	18 Apr 2023	Direct	F1
transaction	RBBN	Common Stock	Tax liability	$78,350	-28,595	-12%	$2.74	204,427	18 Apr 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	-53,420	-33%	$0.000000	106,836	18 Apr 2023	Common Stock	53,420		Direct	F1, F3
transaction	RBBN	RSUs	Award	$0	+154,895		$0.000000	154,895	17 Apr 2023	Common Stock	154,895		Direct	F4
transaction	RBBN	Performance-Based RSUs (PSUs)	Award	$0	+49,464		$0.000000	49,464	17 Apr 2023	Common Stock	46,464		Direct	F5
transaction	RBBN	PSUs	Award	$0	+92,937		$0.000000	92,937	17 Apr 2023	Common Stock	92,937		Direct	F6
transaction	RBBN	PSUs	Award	$0	+61,958		$0.000000	61,958	17 Apr 2023	Common Stock	61,958		Direct	F7

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

Explanation of Responses:

Id	Content
F1	These RSUs convert to 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.
F3	The RSUs vested as to one-third on April 18, 2023 and the remaining two-thirds of the RSUs will vest in four equal semi-annual installments thereafter through April 18, 2025.
F4	The RSUs will vest as to one-third on the first anniversary of the date of grant, and the remaining two-thirds will vest in four equal semi-annual installments thereafter through April 17, 2026.
F5	Each PSU represents a contingent right to receive one share of the Issuer's Common Stock. The number of PSUs earned and issuable upon vesting will be determined based on achievement of a revenue goal set (prior to grant) by the Compensation Committee of the Issuer's Board of Directors (the "Compensation Committee") for the fiscal year ending December 31, 2023. The aggregate number of shares issued may range from zero shares to 200% of the target number of shares reported in columns 5, 7 and 9 of Table II. The number of PSUs reported in columns 5, 7 and 9 of Table II reflects achievement at the target level of performance. This PSU will vest on 04/17/2024.
F6	Each PSU represents a contingent right to receive one share of the Issuer's Common Stock. The number of PSUs earned and issuable upon vesting will be determined based on goals (set by the Compensation Committee on an annual basis) for each of the three fiscal years prior to the vesting date. The aggregate number of shares issued may range from zero shares to 200% of the target number of shares reported in columns 5, 7 and 9 of Table II. The number of PSUs reported in columns 5, 7 and 9 of Table II reflects achievement at the target level of performance. This PSU will vest on 04/17/2026.
F7	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. The aggregate number of shares issued may range from zero shares to 200% of the target number of shares reported in columns 5, 7 and 9 of Table II. The number of PSUs reported in columns 5, 7 and 9 of Table II reflects achievement at the target level of performance. This PSU will vest on 04/17/2026.