Diana L. Nole - Mar 4, 2022 Form 4 Insider Report for Nuance Communications, Inc. (NUAN)

Role: EVP & GM, Healthcare Division
Signature: By: /s/ Justine Bensussen For: Joseph C. Petro
Stock symbol: NUAN
Transactions as of: Mar 4, 2022
Transactions value $: $0
Form type: 4
Date filed: 3/4/2022, 04:16 PM
Previous filing: Dec 9, 2021

Transactions Table

Type	Sym	Class	Transaction	Shares	Change %	Shares After	Date	Ownership	Footnotes
transaction	NUAN	Common Stock	Disposed to Issuer	-119K	-100%	0	Mar 4, 2022	Direct	F1
transaction	NUAN	Common Stock	Award	+56.5K		56.5K	Mar 4, 2022	Direct	F2
transaction	NUAN	Common Stock	Disposed to Issuer	-56.5K	-100%	0	Mar 4, 2022	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Diana L. Nole is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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.
F2	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.

Content

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.

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.