John Townsend - Nov 1, 2024 Form 3 Insider Report for Ribbon Communications Inc. (RBBN)

Role: EVP, Chief Financial Officer
Signature: Patrick Macken, By POA from John Townsend
Stock symbol: RBBN
Transactions as of: Nov 1, 2024
Transactions value $: $0
Form type: 3
Date filed: 11/4/2024, 05:00 PM

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
holding	RBBN	Restricted Stock Units (RSUs)							Nov 1, 2024	Common Stock	231K	$0.00	Direct	F1, F2
holding	RBBN	Performance-Based RSUs (PSUs)							Nov 1, 2024	Common Stock	315K	$0.00	Direct	F1, F3
holding	RBBN	PSUs							Nov 1, 2024	Common Stock	138K	$0.00	Direct	F1, F4
holding	RBBN	PSUs							Nov 1, 2024	Common Stock	92.3K	$0.00	Direct	F1, F5

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

Explanation of Responses:

Id	Content
F1	Each RSU and PSU converts into common stock on a one-for-one basis.
F2	The RSUs were awarded on October 15, 2024 and vest as to 128,205 shares on the first anniversary of the date of grant, with the remaining RSUs vesting in four equal semi-annual installments thereafter through October 15, 2027.
F3	The PSUs were awarded on October 15, 2024. The number of PSUs earned and issuable upon vesting will be determined based on both (i) the achievement of specified volume-weighted stock prices for the Common Stock, determined over a 60-day period, ranging from $4.00 to $6.00 and (ii) the passage of time through October 15, 2028.
F4	The PSUs were awarded on October 15, 2024. 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 ending December 31, 2025, 2026 and 2027. The aggregate number of shares issued may range from zero shares to 150% 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. These PSU will vest on 03/15/2028.
F5	The PSUs were awarded on October 15, 2024. The number of PSUs earned and issuable upon vesting will be determined 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 period beginning on the grant date and ending December 31, 2027. The aggregate number of shares issued may range from zero 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. This PSU will vest on 03/15/2028.