SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Riley Kevin W.

(Last)

(First)

(Middle)

C/O SONUS NETWORKS, INC.

4 TECHNOLOGY PARK DRIVE

(Street)

WESTFORD

01886

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/30/2014

3. Issuer Name and Ticker or Trading Symbol
SONUS NETWORKS INC [ SONUS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP Engineering & CTO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	14,495	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾	06/15/2021	Common Stock	35,000	$2.95	D
Stock Option (right to buy)	⁽²⁾	03/15/2022	Common Stock	6,500	$2.89	D
Stock Option (right to buy)	⁽³⁾	12/17/2022	Common Stock	75,000	$1.76	D
Stock Option (right to buy)	⁽⁴⁾	03/15/2023	Common Stock	30,000	$2.51	D
Stock Option (right to buy)	⁽⁵⁾	06/17/2023	Common Stock	75,000	$3.3	D
Stock Option (right to buy)	⁽⁶⁾	01/15/2024	Common Stock	24,000	$3.08	D
Stock Option (right to buy)	⁽⁷⁾	03/17/2024	Common Stock	150,000	$3.62	D

Explanation of Responses:

1. 25% of the shares underlying this option vested on May 31, 2012. The remaining 75% of the shares underlying this option will then vest in equal monthly increments for the following 36 months through May 31, 2015.

2. 25% of the shares underlying this option vested on March 15, 2013. The remaining 75% of the shares underlying this option will then vest in equal monthly increments for the following 36 months through March 15, 2016.

3. 25% of the shares underlying this option vested on December 17, 2013. The remaining 75% of the shares underlying this option will then vest in equal monthly increments for the following 36 months through December 17, 2016.

4. 25% of the shares underlying this option vested on March 15, 2014. The remaining 75% of the shares underlying this option will then vest in equal monthly increments for the following 36 months through March 15, 2017.

5. 25% of the shares underlying this option vested on June 17, 2014. The remaining 75% of the shares underlying this option will then vest in equal monthly increments for the following 36 months through June 17, 2017.

6. 25% of the shares underlying this option vests on January 15, 2015. The remaining 75% of the shares underlying this option will then vest in equal monthly increments for the following 36 months through January 15, 2018.

7. 25% of the shares underlying this option vests on March 17, 2015. The remaining 75% of the shares underlying this option will then vest in equal monthly increments for the following 36 months through March 17, 2018.

Remarks:

	Kevin W. Riley	08/05/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.