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^*

KENT GERALD JR

(Last)

(First)

(Middle)

9 CENBTENNIAL DRIVE

(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
Officer (give title below)	X	Other (specify below)
		CAO & CONTROLLER

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2004

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	03/30/2004		M		5,926	A	$3.25	5,926	D
Common Stock	03/30/2004		S⁽¹⁾		5,926	D	$5.75	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)
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)	$3.25	03/30/2004		M			5,926	04/20/2000⁽²⁾	04/20/2010	Common Stock	5,926	$0	84,074	D
Non-Qualified Stock Option (right to buy)	$0.6563							01/02/2002⁽³⁾	01/02/2011	Common Stock	2,709		2,709	D
Non-Qualified Stock Option (right to buy)	$1.2813							08/18/2001⁽³⁾	08/18/2010	Common Stock	1,667		1,667	D
Non-Qualified Stock Option (right to buy)	$4.18							01/31/2003⁽³⁾	01/31/2012	Common Stock	25,000		25,000	D
Non-Qualified Stock Option (right to buy)	$4.3							12/31/2002⁽³⁾	12/31/2011	Common Stock	50,000		50,000	D
Non-Qualified Stock Option (right to buy)	$4.84							06/15/2004⁽⁴⁾	03/15/2011	Common Stock	7,500		7,500	D
Non-Qualified Stock Option (right to buy)	$5.36							05/29/2002⁽⁵⁾	04/29/2012	Common Stock	57,500		57,500	D

Explanation of Responses:

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

2. Immediate vesting of 13,500 shares. 76,500 shares will vest 25% annually thereafter.

3. 25% of the Shares subject to the Option shall vest twelve months after the Vesting Commencement Date, and 1/48 of the Shares subject to the Option shall vest each month thereafter.

4. These options vest quarterly in equal installments over a three-year period.

5. These holdings represent a combination of two stock grants. One option for 7,500 shares are exercisable 50% on 8/31/02 and remaining 50% on 2/28/03. The other option for 50,000 shares are exercisable on a monthly basis over two years commencing one month after grant date.

	By: /s/ Donna M Belanger For: Gerald Kent	03/31/2004
	** 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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