0000899243-22-009450.txt : 20220304 0000899243-22-009450.hdr.sgml : 20220304 20220304172031 ACCESSION NUMBER: 0000899243-22-009450 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220304 FILED AS OF DATE: 20220304 DATE AS OF CHANGE: 20220304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tempesta Daniel David CENTRAL INDEX KEY: 0001383680 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36056 FILM NUMBER: 22715290 MAIL ADDRESS: STREET 1: ONE WAYSIDE ROAD CITY: BURLINGTON STATE: MA ZIP: 01803 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-03-04 1 0001002517 Nuance Communications, Inc. NUAN 0001383680 Tempesta Daniel David ONE WAYSIDE ROAD BURLINGTON MA 01803 0 1 0 0 EVP & Chief Financial Officer Common Stock 2022-03-04 4 D 0 106680 D 3800 D Common Stock 2022-03-04 4 D 0 3800 D 0 D Common Stock 2022-03-04 4 A 0 250287 A 250287 D Common Stock 2022-03-04 4 D 0 250287 D 0 D 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. 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. 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: Daniel Tempesta 2022-03-04