Ribbon Communications Inc. — Director's Dealing 2019

Mar 19, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ribbon Communications Inc. (RBBN)
CIK: 0001708055
Period of Report: 2019-03-15

Reporting Person: Scarfo Anthony (EVP, Product R&D, Supply Chain)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-15	Common Stock	A	14085	—	Acquired	77138	Direct
2019-03-15	Common Stock	F	6439	$5.22	Disposed	70699	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-15	Performance-Based Restricted Stock Units (PSUs)	$	A	28736	Acquired	2021-12-31	Common Stock (28736)	Direct

Footnotes

F1: These shares of Common Stock were issued to Reporting Person pursuant to a voluntary election by Reporting Person in lieu of cash for a portion of the Reporting Person's 2018 annual bonus pursuant to the Issuer's Senior Management Cash Incentive Plan and such shares shall vest immediately upon grant.

F2: PAYMENT OF TAX LIABILITY BY DELIVERING SECURITIES TO THE COMPANY INCIDENT TO THE VESTING OF A SECURITY.

F3: 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 the Russell 2500 Telecommunications Sub Sector Index, that were set by the Compensation Committee (the Compensation Committee) of the Issuer's Board of Directors. The aggregate number of shares issued may range from zero (0) 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.

F4: Between zero (0) and 200% of one-third of the PSUs will vest, if at all, as determined by the Compensation Committee after the TSR performance period, commencing on January 1, 2019 and ending on December 31, 2021.