0001619835-17-000012.txt : 20171031
0001619835-17-000012.hdr.sgml : 20171031
20171031183022
ACCESSION NUMBER: 0001619835-17-000012
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: Swade Michael R.
CENTRAL INDEX KEY: 0001619835
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34115
FILM NUMBER: 171166897
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
0001619835
Swade Michael R.
C/O SONUS NETWORKS, INC.
4 TECHNOLOGY PARK DRIVE
WESTFORD
MA
01886
0
1
0
0
SVP Worldwide Sales
Common Stock
2017-10-27
4
M
0
4167
0
A
225717
D
Common Stock
2017-10-27
4
M
0
6250
0
A
231967
D
Common Stock
2017-10-27
4
M
0
15625
0
A
247592
D
Common Stock
2017-10-27
4
F
0
29049
8.36
D
218543
D
Common Stock
2017-10-27
4
D
0
218543
0
D
0
D
Performance-Based Restricted Stock Units (PSUs)
0
2017-10-27
4
M
0
4167
0
D
Common Stock
4167
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 Footnote 4 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 26,042 total shares of Common Stock that vested under the PSU Grants following the closing of the Mergers, the Reporting Person delivered 7,902 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.
Michael R. Swade
2017-10-31