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Form 4 Nuance Communications, For: Mar 04 Filed by: Giterman Arthur G.

March 4, 2022 5:24 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Giterman Arthur G.
(Last) (First) (Middle)
ONE WAYSIDE ROAD
(Street)
BURLINGTON MA 01803
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Nuance Communications, Inc. [ NUAN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Accounting Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/04/2022
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 03/04/2022   D   24,679 (1) D (1) 99,038 D  
Common Stock 03/04/2022   D   99,038 D (2) 0 D  
Common Stock 03/04/2022   A   55,951 (3) A (3) 55,951 D  
Common Stock 03/04/2022   D   55,951 (3) D (3) 0 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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. Represents shares of common stock (each, a Company Share), par value $0.001 per share, of Nuance Communications, Inc. (the Company) underlying time-based restricted stock units (Company RSUs). Pursuant to the Agreement and Plan of Merger (the Merger Agreement), dated as of April 11, 2021, by and among the Company, Microsoft Corporation (Parent) and Big Sky Merger Sub Inc. (Merger Sub), each outstanding Company RSU award was converted into a time-based restricted stock unit award in respect of a number of shares of common stock (each, a Parent Share), par value $0.00000625 per share, of Parent equal to the product of (i) the Company Shares underlying the Company RSU award, multiplied by (ii) 0.1886 (the Exchange Ratio), which vests in accordance with the original vesting schedule.
2. On March 4, 2022, pursuant to the Merger Agreement, Merger Sub merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the Merger), and each Company Share issued and outstanding at the effective time of the Merger was converted into the right to receive $56.00 in cash without interest.
3. Represents Company Shares underlying performance-based restricted stock units (Company PSUs). Pursuant to the Merger Agreement, each outstanding Company PSU award was converted into a time-based restricted stock unit award (determined based on (A) maximum performance with respect to Company PSUs subject to relative total shareholder return performance goals and (B) target performance with respect to Company PSUs subject to financial and/or operational performance goals) (a Converted RSU Award) and was assumed by Parent as a stock-based award of Parent, with the number of Parent Shares subject to such Converted RSU Award equal to the product of (i) the number of Company Shares underlying the corresponding Company PSU award, multiplied by (ii) the Exchange Ratio, which vests upon the conclusion of the original performance period.
By: /s/ Justine Bensussen For: Arthur G. Giterman 03/04/2022
** 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 Number.

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