Ribbon Communications Inc. — Director's Dealing 2021

Mar 18, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ribbon Communications Inc. (RBBN)
CIK: 0001708055
Period of Report: 2021-03-15

Reporting Person: Marmurek Eric S (SVP, CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-16	Common Stock	M	30865	$0.0	Acquired	64399	Direct
2021-03-16	Common Stock	F	7482	$8.65	Disposed	56917	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-15	Restricted Stock Units (RSUs)	$	A	24700	Acquired		Common Stock (24700)	Direct
2021-03-15	Performance-Based Restricted Stock Units (PSUs)	$	A	14820	Acquired		Common Stock (14820)	Direct
2021-03-15	PSUs	$	A	9880	Acquired		Common Stock (9880)	Direct
2021-03-16	RSUs	$	M	30865	Disposed		Common Stock (30865)	Direct

Footnotes

F1: RSUs convert 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 RSUs.

F3: Each RSU represents a contingent right to receive one share of the Issuer's common stock.

F4: The RSUs will vest as to one-third on March 15, 2022 and the remaining two-thirds of the RSUs will vest in four equal semi-annual installments thereafter through March 15, 2024.

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 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. 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 3/15/2024.

F6: 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 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 3/15/2024.

F7: On March 16, 2020, the Reporoting Person was awarded 92,593 RSUs which vested as to one-third on March 16, 2021. The remaining RSUs vest in four equal semi-annual installments thereafter through March 16, 2023.