0000899243-22-009459.txt : 20220304
0000899243-22-009459.hdr.sgml : 20220304
20220304172649
ACCESSION NUMBER: 0000899243-22-009459
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: Dahdah Robert
CENTRAL INDEX KEY: 0001671728
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36056
FILM NUMBER: 22715370
MAIL ADDRESS:
STREET 1: C/O NUANCE COMMUNICATIONS, INC.
STREET 2: 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
0001671728
Dahdah Robert
ONE WAYSIDE ROAD
BURLINGTON
MA
01803
0
1
0
0
EVP & Chief Revenue Officer
Common Stock
2022-03-04
4
D
0
90715
D
104029
D
Common Stock
2022-03-04
4
D
0
104029
D
0
D
Common Stock
2022-03-04
4
A
0
196505
A
196505
D
Common Stock
2022-03-04
4
D
0
196505
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: Robert Dahdah
2022-03-04