Form 4 for RBBN Ribbon Communications Inc.
Accepted 2023-03-17 00:00:00 ET · period of report 2023-03-15 · accession 0001062993-23-007209 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2023-03-17 | 2023-03-15 | RBBN | LOPEZ MIGUEL A | EVP, CFO | M - OptEx | — | +73.7K | 158.0K | +87% | — |
| DM | 2023-03-17 | 2023-03-15 | RBBN | LOPEZ MIGUEL A | EVP, CFO | F - Tax | $3.71 | -27.8K | 133.2K | -17% | -$103.2K |
| DM | 2023-03-17 | 2023-03-15 | RBBN | LOPEZ MIGUEL A | EVP, CFO | M - OptEx | $0.00 | -73.7K | 17.9K | -80% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2023-03-15 | M | A | 8,960 | — | 136,052 | D | — | — | (F1) Each Restricted Stock Unit (RSU) and Performance Share Unit (PSU) converts into common stock on a one-for-one basis. |
| 2 | Common | Common Stock | 2023-03-15 | F | D | 15,327 | $3.71 | 172,961 | D | — | — | (F2) Reflects shares of Common Stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of the RSUs and PSUs. |
| 3 | Common | Common Stock | 2023-03-15 | M | A | 39,823 | — | 188,288 | D | — | — | (F4) 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 at the time of grant) over the three fiscal years ending prior to the vesting date. Based on the Compensation Committee's determination of achievement at December 31, 2022, the number of PSUs reported as vested reflects achievement at 100% of target level performance over the three-year period. |
| 4 | Common | Common Stock | 2023-03-15 | F | D | 9,582 | $3.71 | 148,465 | D | — | — | (F2) Reflects shares of Common Stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of the RSUs and PSUs. |
| 5 | Common | Common Stock | 2023-03-15 | M | A | 24,890 | — | 158,047 | D | — | — | (F3) The number of PSUs earned and issuable upon vesting was 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. Based on the Compensation Committee's determination of achievement of these pre-established financial goals, 125% of the shares subject to the 2020 financial period were earned and vested on March 15, 2023, and no shares were earned for the 2021 and 2022 performance periods and were forfeited. |
| 6 | Common | Common Stock | 2023-03-15 | F | D | 2,895 | $3.71 | 133,157 | D | — | — | (F2) Reflects shares of Common Stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of the RSUs and PSUs. |
| 7 | Derivative | Performance-Based Stock Units (PSUs) | 2023-03-15 | M | D | 24,890 | $0.00 | 0 | D | — · — to — | 24,890 Common Stock | (F1) Each Restricted Stock Unit (RSU) and Performance Share Unit (PSU) converts into common stock on a one-for-one basis. (F3) The number of PSUs earned and issuable upon vesting was 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. Based on the Compensation Committee's determination of achievement of these pre-established financial goals, 125% of the shares subject to the 2020 financial period were earned and vested on March 15, 2023, and no shares were earned for the 2021 and 2022 performance periods and were forfeited. |
| 8 | Derivative | PSUs | 2023-03-15 | M | D | 39,823 | $0.00 | 0 | D | — · — to — | 39,823 Common Stock | (F1) Each Restricted Stock Unit (RSU) and Performance Share Unit (PSU) converts into common stock on a one-for-one basis. (F4) 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 at the time of grant) over the three fiscal years ending prior to the vesting date. Based on the Compensation Committee's determination of achievement at December 31, 2022, the number of PSUs reported as vested reflects achievement at 100% of target level performance over the three-year period. |
| 9 | Derivative | Restricted Stock Units (RSUs) | 2023-03-15 | M | D | 8,960 | $0.00 | 17,921 | D | — · — to — | 8,960 Common Stock | (F1) Each Restricted Stock Unit (RSU) and Performance Share Unit (PSU) converts into common stock on a one-for-one basis. (F5) The RSUs were granted on March 15, 2021 and vested as to one-third on March 15, 2022; the remaining two-thirds of the RSUs vest in four equal semi-annual installments thereafter through March 15, 2024. |