0001140361-13-034633.txt : 20130829 0001140361-13-034633.hdr.sgml : 20130829 20130829181136 ACCESSION NUMBER: 0001140361-13-034633 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130828 FILED AS OF DATE: 20130829 DATE AS OF CHANGE: 20130829 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Nuance Communications, Inc. CENTRAL INDEX KEY: 0001002517 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943156479 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 1 WAYSIDE ROAD CITY: BURLINGTON STATE: MA ZIP: 01803 BUSINESS PHONE: 781-565-5000 MAIL ADDRESS: STREET 1: 1 WAYSIDE ROAD CITY: BURLINGTON STATE: MA ZIP: 01803 FORMER COMPANY: FORMER CONFORMED NAME: SCANSOFT INC DATE OF NAME CHANGE: 19990312 FORMER COMPANY: FORMER CONFORMED NAME: VISIONEER INC DATE OF NAME CHANGE: 19951020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICAHN CARL C CENTRAL INDEX KEY: 0000921669 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36056 FILM NUMBER: 131070278 BUSINESS ADDRESS: STREET 1: C/O ICAHN ASSOCIATES HOLDING LLC STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-702-4300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES HOLDING LLC STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 FORMER NAME: FORMER CONFORMED NAME: ICAHN CARL C ET AL DATE OF NAME CHANGE: 19950612 4 1 doc1.xml FORM 4 X0306 4 2013-08-28 0 0001002517 Nuance Communications, Inc. NUAN 0000921669 ICAHN CARL C C/O ICAHN ASSOCIATES HOLDING LLC 767 FIFTH AVE., SUITE 4700 NEW YORK NY 10153 0 0 1 0 Common Stock, par value $0.001 ("Shares") 2013-08-29 4 X 0 20890119 12.30 A 52437750 I see all footnotes Call Option ("right to purchase") 12.30 2013-08-28 4 P 0 644241 6.33 A 2013-08-28 2015-02-20 see footnote 644241 20640223 I see all footnotes Put Option ("obligation to purchase") 12.30 2013-08-28 4 S 0 644241 0.01 D 2015-02-20 2015-02-20 see footnote 644241 20640223 I see all footnotes Call Option ("right to purchase") 12.30 2013-08-29 4 P 0 249896 6.20 A 2013-08-29 2015-02-20 see footnote 249896 20890119 I see all footnotes Put Option ("obligation to purchase") 12.30 2013-08-29 4 S 0 249896 0.01 D 2015-02-20 2015-02-20 see footnote 249896 20890119 I see all footnotes Call Option ("right to purchase") 12.30 2013-08-29 4 X 0 20890119 0.00 D 2013-04-30 2015-02-20 see footnote 20890119 0 I see all footnotes Put Option ("obligation to purchase") 12.30 2013-08-29 4 E 0 20890119 0.00 D 2015-02-20 2015-02-20 see footnote 20890119 0 I see all footnotes High River Limited Partnership ("High River") directly beneficially owns 10,487,552 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 16,138,447 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 17,046,259 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 6,086,071 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 2,679,421 Shares. Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and Icahn Master III owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. High River directly beneficially owned 4,178,024 American-style call options (the "Call Options"), Icahn Partners directly beneficially owned 6,618,401 Call Options, Icahn Master directly beneficially owned 7,003,909 Call Options, Icahn Master II directly beneficially owned 2,145,218 Call Options, and Icahn Master III directly beneficially owned 944,567 Call Options. On August 29, 2013, each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III exercised all of their respective Call Options in their entirety, and thereby acquired 4,178,024 Shares, 6,618,401 Shares, 7,003,909 Shares, 2,145,218 Shares, and 944,567 Shares, respectively. High River directly wrote 4,178,024 European-style put options (the "Put Options"), Icahn Partners directly wrote 6,618,401 Put Options, Icahn Master directly wrote 7,003,909 Put Options, Icahn Master II directly wrote 2,145,218 Put Options, and Icahn Master III directly wrote 944,567 Put Options. On August 29, 2013, upon exercise of the Call Options, all of the Put Options expired in accordance with their terms. The Call Options referenced an aggregate of 20,890,119 Shares, had an exercise price of $12.30, had an expiration date of February 20, 2015, and provided for physical settlement. The Put Options referenced an aggregate of 20,890,119 Shares, had an exercise price of $12.30, had an expiration date of February 20, 2015, and provided that they would settle in cash. The exercise price upon exercise of the Call Options was $12.30 and the average premium paid for the Call Options was $6.45. CARL C. ICAHN 2013-08-29