0001615890-17-000014.txt : 20171031 0001615890-17-000014.hdr.sgml : 20171031 20171031182316 ACCESSION NUMBER: 0001615890-17-000014 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171027 FILED AS OF DATE: 20171031 DATE AS OF CHANGE: 20171031 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Riley Kevin W. CENTRAL INDEX KEY: 0001615890 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34115 FILM NUMBER: 171166884 MAIL ADDRESS: STREET 1: C/O 4 TECHNOLOGY PARK DRIVE CITY: WESTFORD STATE: MA ZIP: 01886 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sonus, Inc. CENTRAL INDEX KEY: 0001105472 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 043387074 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4 TECHNOLOGY PARK DRIVE CITY: WESTFORD STATE: MA ZIP: 01886 BUSINESS PHONE: 9786148100 MAIL ADDRESS: STREET 1: 4 TECHNOLOGY PARK DRIVE CITY: WESTFORD STATE: MA ZIP: 01886 FORMER COMPANY: FORMER CONFORMED NAME: SONUS NETWORKS INC DATE OF NAME CHANGE: 20000207 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2017-10-27 1 0001105472 Sonus, Inc. SONS 0001615890 Riley Kevin W. C/O SONUS NETWORKS, INC. 4 TECHNOLOGY PARK DRIVE WESTFORD MA 01886 0 1 0 0 SVP Engineering & CTO Common Stock 2017-10-27 4 M 0 2917 0 A 229246 D Common Stock 2017-10-27 4 M 0 6250 0 A 235496 D Common Stock 2017-10-27 4 M 0 15625 0 A 251121 D Common Stock 2017-10-27 4 F 0 45967 8.36 D 205154 D Common Stock 2017-10-27 4 D 0 205154 0 D 0 D Performance-Based Restricted Stock Units (PSUs) 0 2017-10-27 4 M 0 2917 0 D Common Stock 2917 0 D Performance-Based Restricted Stock Units (PSUs) 0 2017-10-27 4 M 0 6250 0 D Common STock 6250 0 D Performance-Based Restricted Stock Units (PSUs) 0 2017-10-27 4 M 0 15625 0 D Common Stock 15625 0 D Represents the aggregate number of shares of Common Stock for which vesting accelerated on October 27, 2017 under the Performance-Based Restricted Stock Units ("PSUs") granted to the Reporting Person on each of March 16, 2015 (the "2015 PSU Grant"), April 1, 2016 (the "2016 PSU Grant") and March 31, 2017 (the "2017 PSU Grant", and together with the 2015 PSU Grant and 2016 PSU Grant, the "PSU Grants"). Pursuant to the terms of the PSU Grants, 50% of the total shares remaining under the PSUs accelerated immediately upon the closing of the Mergers (as defined in Footnotes 4 and 5 to this Form 4) and, as directed by the Compensation Committee of the Issuer's Board of Directors on May 22, 2017, vested at target. The original aggregate number of PSUs granted to the Reporting Person under the PSU Grants were reported in Table II of the applicable Form 4s filed by the Reporting Person in connection with each such grant. In addition, of the 24,792 total shares of Common Stock that vested under the PSU Grants following the closing of the Mergers, the Reporting Person delivered 11,675 shares to the Issuer for payment of tax liability incident to the vesting of a security, as detailed in Footnote 3 to this Form 4. PAYMENT OF TAX LIABILITY BY DELIVERING SECURITIES TO THE ISSUER INCIDENT TO THE VESTING OF A SECURITY. Reflects disposition pursuant to the Agreement and Plan of Merger, dated as of May 23, 2017, by and among the Issuer (formerly Sonus Networks, Inc.), (i) Sonus Networks, Inc. (formerly Solstice Sapphire Investments, Inc.) ("Sonus Networks") and its wholly-owned subsidiaries and (ii) GENBAND Holdings Company ("GENBAND") and its two related holding companies such that, following the consummation of a series of merger transactions (collectively, the "Mergers"), both the Issuer and GENBAND became wholly-owned subsidiaries of Sonus Networks. In the Mergers, each share of Issuer Common Stock was exchanged for one share of common stock, par value $0.0001 per share, of Sonus Networks ("New Common Stock"). The closing price of a share of Issuer Common Stock on October 27, 2017 (the last trading day prior to the effectiveness of the Mergers) was $8.14, and the closing price of a share of New Common Stock on October 30, 2017 (the first trading day following the effectiveness of the Mergers) was $8.39. The 2015 PSU Grant was assumed by Sonus Networks in connection with the Mergers. Between zero percent (0%) and 120% of the remaining shares subject to the 2015 PSU Grant will vest into New Common Stock, if at all, on March 16, 2018. The 2016 PSU Grant was assumed by Sonus Networks in connection with the Mergers. Between zero percent (0%) and 200% of one-half of the remaining shares subject to the 2016 PSU Grant will vest into New Common Stock, if at all, on each of April 1, 2018 and April 1, 2019. The 2017 PSU Grant was assumed by Sonus Networks in connection with the Mergers. Between zero percent (0%) and 200% of one-third of the remaining shares subject to the 2017 PSU Grant will vest into New Common Stock, if at all, on each of March 31, 2018, March 31, 2019 and March 31, 2020. Kevin W. Riley 2017-10-31