SEC FORM 4

SEC Form 4

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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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^*

CRANDALL WAYNE

(Last)

(First)

(Middle)

C/O SCANSOFT INC

9 CENNTENNIAL DR

(Street)

PEABODY

01960

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SCANSOFT INC [ SSFT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. V.P. Sales and Marketing

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2003

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/27/2003	10/27/2003	M		19,195	A	$0.61	47,195	D
Common Stock	10/27/2003	10/27/2003	S⁽¹⁾		19,195	D	$5.2468	28,000	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$0.61	10/27/2003	10/27/2003	M			19,195	06/01/1998⁽²⁾	06/01/2008	Common Stock	19,195	$0	37,254	D
Non-Qualified Stock Option (right to buy)	$0.61							06/01/1999⁽³⁾	07/17/2008	Common Stock	7,094		7,094	D
Non-Qualified Stock Option (right to buy)	$1.2813							08/18/2001⁽⁴⁾	08/18/2010	Common Stock	150,000		150,000	D
Non-Qualified Stock Option (right to buy)	$1.63							03/02/2000⁽²⁾	03/02/2009	Common Stock	142,588		142,588	D
Non-Qualified Stock Option (right to buy)	$2.19							09/30/2000⁽²⁾	09/30/2009	Common Stock	75,000		75,000	D
Non-Qualified Stock Option (right to buy)	$4.01							02/17/2004⁽⁵⁾	02/17/2013	Common Stock	50,000		50,000	D
Non-Qualified Stock Option (right to buy)	$4.7							05/11/2002⁽⁶⁾	02/11/2012	Common Stock	50,000		50,000	D
Non-Qualified Stock Option (right to buy)	$5.36							08/31/2002⁽⁷⁾	04/29/2012	Common Stock	113,125		113,125	D
Non-Qualified Stock Option (right to buy)	$5.69							02/18/2001⁽²⁾	02/18/2010	Common Stock	50,000		50,000	D
Non-Qualified Stock Option (right to buy)	$6.97							06/14/2003⁽⁵⁾	06/14/2012	Common Stock	100,000		100,000	D

Explanation of Responses:

1. These shares were sold pursuant to a 10b5-1 Sales Plan.

2. The shares vest at 25% annually, commencing one year after the date of grant.

3. The shares vest at 25% annually, commencing on 6/1/99.

4. 100% of the shares shall vest on the first anniversary date of the grant date.

5. These options vest 25% on first anniversary date and monthly thereafter for a total 4 year vest period.

6. These options vest 12.50% 3 months from date of grant and monthly thereafter for a total two year vest period.

7. These holdings represent a combination of two stock grants. One option for 13,125 shares are exercisable 50% on 8/31/02 and remaining 50% on 2/28/03. The other option for 100,000 shares are exercisable 25% on first anniversary date of grant and 1/48 of the shares subject to the option shall vest monthly thereafter for a total 4 year vest period.

	By: /s/ Donna M. Belanger For: Wayne Crandall	10/27/2003
	** 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).
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