Ribbon Communications Inc. — Director's Dealing 2021

Mar 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ribbon Communications Inc. (RBBN)
CIK: 0001708055
Period of Report: 2021-02-26

Reporting Person: Bucci Sam (EVP & GM, IP Optical Networks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-01	Common Stock	S	7500	$8.825000	Disposed	67947	Direct
2021-03-02	Common Stock	S	10000	$8.5944	Disposed	57947	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-26	Performance Based Restricted Stock Units (PSUs)	$	A	25059	Acquired		Common Stock (25059)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.59 to $8.61, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price with the ranges set forth in this footnote.

F2: 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 (the "Compensation Committee") of the Issuer's Board of Directors on an annual basis for each of the three fiscal years prior to the vesting date.

F3: The Compensation Committee determined that the 2020 pre-bonus adjusted EBITDA (50% weighting) and Revenue (50% weighting) metrics resulted in a combined 125% level of the target awards being earned for the 2020 financial performance period, subject to no material changes in connection with the finalization of the audit and the filing of the Issuer's Annual Report on Form 10-K for the year ended December 31, 2020 (the "2020 Form 10-K"). The 2020 Form 10-K was filed with the U.S. Securities and Exchange Commission on February 26, 2021. As a result, Mr. Bucci earned 25,059 shares, pending his continued employment with the Issuer through the vesting date (third anniversary of the date of grant).