FORM 4 < > Check this box if no lon
Post# of 31
Posted On: 11/05/2012 6:33:18 AM
Re: Serial Investor #3
| FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES | OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5 |
| | Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 | |
| 1. Name and Address of Reporting Person * Empire Capital Management, L.L.C. | 2. Issuer Name and Ticker or Trading Symbol SONUS NETWORKS INC [ SONS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __ X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) |
| (Last) (First) (Middle) 1 GORHAM ISLAND, SUITE 201 | 3. Date of Earliest Transaction (MM/DD/YYYY) 10/31/2012 | |
| (Street) WESTPORT, CT 06880 (City) (State) (Zip) | 4. If Amendment, Date Original Filed (MM/DD/YYYY) | 6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
| 1.Title of Security (Instr. 3) | 2. Trans. Date | 2A. Deemed Execution Date, if any | 3. Trans. Code (Instr. 8) | 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, $0.001 par value | 10/31/2012 | P | 32326 | A | $1.82 | 38125000 | I | See Notes (1) (2) (3) (4) | ||
| Common Stock, $0.001 par value | 10/31/2012 | P | 20000 | A | $1.86 | 38145000 | I | See Notes (1) (2) (3) (4) | ||
| Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) | |||||||||||||||
| 1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owners | |||||
| Reporting Owner Name / Address | Relationships | ||||
| Director | 10% Owner | Officer | Other | ||
| Empire Capital Management, L.L.C. 1 GORHAM ISLAND SUITE 201 WESTPORT, CT 06880 | | X | | | |
| Richards Peter J C/O EMPIRE CAPITAL MANAGEMENT LLC 1 GORHAM ISLAND, SUITE 201 WESTPORT, CT 06880 | | X | | | |
| Fine Scott A C/O EMPIRE CAPITAL MANAGEMENT LLC 1 GORHAM ISLAND, SUITE 201 WESTPORT, CT 06880 | | X | | | |
| Signatures | ||
| /s/ Scott A Fine, individually and as Managing Member of Empire Capital Management, LLC /s/ Peter J Richards, individually and as Managing Member of Empire Capital Management, LLC | 11/2/2012 | |
| ** Signature of Reporting Person | Date | |
| Peter J Richards | 11/2/2012 | |
| ** Signature of Reporting Person | Date | |
| Scott A Fine | 11/2/2012 | |
| ** 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 4(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 control number. http://investors.sonusnet.com/sec.cfm | |
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