Patrick Macken - Apr 17, 2023 Form 4 Insider Report for Ribbon Communications Inc. (RBBN)

Role
EVP, CLO & Secretary
Signature
Patrick Macken
Stock symbol
RBBN
Transactions as of
Apr 17, 2023
Transactions value $
-$49,424
Form type
4
Date filed
4/19/2023, 05:11 PM
Previous filing
Mar 17, 2023
Next filing
Jun 20, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RBBN Common Stock Options Exercise $0 +42.7K +34.48% $0.00 167K Apr 18, 2023 Direct F1
transaction RBBN Common Stock Tax liability -$49.4K -18K -10.82% $2.74 149K Apr 18, 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 -42.7K -33.33% $0.00 85.5K Apr 18, 2023 Common Stock 42.7K Direct F1, F3
transaction RBBN RSUs Award $0 +124K $0.00 124K Apr 17, 2023 Common Stock 124K Direct F4
transaction RBBN Performance-Based RSUs (PSUs) Award $0 +50.5K $0.00 50.5K Apr 17, 2023 Common Stock 50.5K Direct F5
transaction RBBN PSUs Award $0 +74.3K $0.00 74.3K Apr 17, 2023 Common Stock 74.3K Direct F6
transaction RBBN PSUs Award $0 +49.6K $0.00 49.6K Apr 17, 2023 Common Stock 49.6K 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.