X0206 3 2013-04-30 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") 31547631 I please see all footnotes Call Option ("right to purchase") 12.30 2013-02-20 2015-02-20 Shares 2351643 I please seee all footnotes Put Option ("obligation to purchase") 12.30 2013-02-20 2015-02-20 please see footnote 2351643 I please see all footnotes High River Limited Partnership ("High River") directly beneficially owns 6,309,528 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 9,520,046 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 10,042,350 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 3,940,853 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 1,734,854 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 owns 470,329 call options (the "Call Options"), Icahn Partners directly beneficially owns 709,650 Call Options, Icahn Master directly beneficially owns 748,582 Call Options, Icahn Master II directly beneficially owns 293,762 Call Options, and Icahn Master III directly beneficially owns 129,320 Call Options. High River directly wrote 470,329 European-style put options (the "Put Options"), Icahn Partners directly wrote 709,650 Put Options, Icahn Master directly wrote 748,582 Put Options, Icahn Master II directly wrote 293,762 Put Options, and Icahn Master III directly wrote 129,320 Put Options. The Call Options reference an aggregate of 2,351,643 Shares, have an exercise price of $12.30, expire on February 20, 2015, and provide for physical settlement. The Put Options reference an aggregate of 2,351,643 Shares, have an exercise price of $12.30, expire on February 20, 2015, and provide that they settle in cash. CARL C. ICAHN 2013-05-02