FORM 4
< > Check this box if no longer
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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 |
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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 |
| Explanation of Responses: |
| ( 1) |
This statement is filed by Empire Capital Management, LLC, a Delaware limited liability company (Empire Management) with respect to the shares of Common Stock directly held by Empire Capital Partners, LP (Empire Onshore), Empire Capital Partners, LTD (Empire Offshore), Empire Capital Partners Enhanced Master Fund, LTD (Empire Enhanced Master, and together, the Empire Investment Funds) and Charter Oak Partners LP, Charter Oak Partners II LP and Charter Oak Master Fund Ltd (together, the Empire Sub-Advised Funds). |
| ( 2) |
Mr. Fine and Mr. Richards are the only Managing Members of Empire Management. |
| ( 3) |
Mr. Fine disclaims beneficial ownership of the shares of Common Stock reflected in this filing, except with respect to any pecuniary interest in such securities. |
| ( 4) |
Mr. Richards disclaims beneficial ownership of the shares of Common Stock reflected in this filing, except with respect to any pecuniary interest in such securities. |
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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