Form 4 for RBBN Ribbon Communications Inc.
Accepted 2025-05-19 00:00:00 ET · period of report 2025-05-15 · accession 0001062993-25-009787 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2025-05-19 | 2025-05-16 | RBBN | McClelland Bruce William | Pres, CEO, Dir | F - Tax | $3.62 | -93.4K | 1.46M | -6% | -$338.1K |
| D | 2025-05-19 | 2025-05-16 | RBBN | McClelland Bruce William | Pres, CEO, Dir | M - OptEx | — | +237.3K | 1.55M | +18% | — |
| DM | 2025-05-19 | 2025-05-15 | RBBN | McClelland Bruce William | Pres, CEO, Dir | A - Grant | $0.00 | +4.47M | 375.0K | New | $0 |
| D | 2025-05-19 | 2025-05-16 | RBBN | McClelland Bruce William | Pres, CEO, Dir | M - OptEx | $0.00 | -237.3K | 0 | -100% | $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 | 2025-05-16 | F | D | 93,393 | $3.62 | 1,458,287 | D | — | — | (F2) Reflects shares of Common Stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting. |
| 2 | Common | Common Stock | 2025-05-16 | M | A | 237,341 | — | 1,551,680 | D | — | — | (F1) These RSUs convert to Common Stock on a one-for-one basis. |
| 3 | Derivative | PSUs | 2025-05-15 | A | A | 272,943 | $0.00 | 272,943 | D | — · — to — | 272,943 Common Stock | (F7) 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 on an annual basis) for the fiscal year ending December 31, 2026. The aggregate number of shares issued may range from zero shares to 150% 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 May 15, 2027. |
| 4 | Derivative | PSUs | 2025-05-15 | A | A | 88,235 | $0.00 | 88,235 | D | — · — to — | 88,235 Common Stock | (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 at the time of grant) 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 May 15, 2028. |
| 5 | Derivative | Performance-Based RSUs (PSUs) | 2025-05-15 | A | A | 132,353 | $0.00 | 132,353 | D | — · — to — | 132,353 Common Stock | (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 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 150% 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 May 15, 2028. |
| 6 | Derivative | RSUs | 2025-05-15 | A | A | 3,125,000 | $0.00 | 3,125,000 | D | — · — to — | 3,125,000 Common Stock | (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 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 150% 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 May 15, 2028. (F4) The RSUs vest as to one-half on May 15, 2026; the remaining one-half of the RSUs will vest in two equal semi-annual installments thereafter through May 15, 2027. |
| 7 | Derivative | RSUs | 2025-05-15 | A | A | 474,684 | $0.00 | 474,684 | D | — · — to — | 474,684 Common Stock | (F4) The RSUs vest as to one-half on May 15, 2026; the remaining one-half of the RSUs will vest in two equal semi-annual installments thereafter through May 15, 2027. |
| 8 | Derivative | Restricted Stock Units (RSUs) | 2025-05-15 | A | A | 375,000 | $0.00 | 375,000 | D | — · — to — | 375,000 Common Stock | (F1) These RSUs convert to Common Stock on a one-for-one basis. (F3) The RSUs vest as to one-third on May 15, 2026; the remaining two-thirds of the RSUs will vest in four equal semi-annual installments thereafter through May 15, 2028. |
| 9 | Derivative | RSUs | 2025-05-16 | M | D | 237,341 | $0.00 | 0 | D | — · — to — | 237,341 Common Stock | (F8) The RSUs were granted on May 15, 2024 and vested in full on May 16, 2025. |