Michal Katz - Mar 4, 2022 Form 4 Insider Report for Nuance Communications, Inc. (NUAN)

Role: Director
Signature: By: /s/ Justine Bensussen For: Michal Katz
Stock symbol: NUAN
Transactions as of: Mar 4, 2022
Transactions value $: $0
Form type: 4
Date filed: 3/4/2022, 04:21 PM
Previous filing: Feb 11, 2022
Next filing: Feb 16, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NUAN	Common Stock	Disposed to Issuer		-4.52K	-7.79%		53.5K	Mar 4, 2022	Direct	F1
transaction	NUAN	Common Stock	Disposed to Issuer		-53.5K	-100%		0	Mar 4, 2022	Direct	F2

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

Michal Katz 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 restricted stock units (Company RSUs). Pursuant to the Agreement and Plan of Merger, dated as of April 11, 2021, by and among the Company, Microsoft Corporation and Big Sky Merger Sub Inc. (Merger Sub), each outstanding Company RSU award was canceled and converted into the right to receive an amount in cash, without interest and less any applicable tax withholdings, equal to the product of (i) $56.00 multiplied by (ii) the number of Company Shares underlying the Company RSU award.
F2	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.

Content

Represents shares of common stock (each, a Company Share), par value $0.001 per share, of Nuance Communications, Inc. (the Company) underlying restricted stock units (Company RSUs). Pursuant to the Agreement and Plan of Merger, dated as of April 11, 2021, by and among the Company, Microsoft Corporation and Big Sky Merger Sub Inc. (Merger Sub), each outstanding Company RSU award was canceled and converted into the right to receive an amount in cash, without interest and less any applicable tax withholdings, equal to the product of (i) $56.00 multiplied by (ii) the number of Company Shares underlying the Company RSU award.

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.