Mark D. Benjamin - 04 Mar 2022 Form 4 Insider Report for Nuance Communications, Inc.

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
04 Mar 2022, 16:08:32 UTC
Prior SEC filing
11 Feb 2022
Next SEC filing
25 Jan 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
By: /s/ Justine Bensussen For: Mark Benjamin

Key filing fact

Mark D. Benjamin filed Form 4 for Nuance Communications, Inc. on 04 Mar 2022.

Key facts

  • This page summarizes Mark D. Benjamin's Form 4 filing for Nuance Communications, Inc..
  • 3 reported transactions and 0 derivative rows are listed below.
  • Accepted by SEC: 04 Mar 2022, 16:08.

Change

  • Previous filing in this sequence was filed on 11 Feb 2022.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

NUAN transaction

Common Stock

Disposed to Issuer

Transaction value
Shares
-303,427
Change %
-100%
Price
Shares after
0
Date
04 Mar 2022
Ownership
Direct
Footnotes
F1
NUAN transaction

Common Stock

Award

Transaction value
Shares
+906,000
Change %
Price
Shares after
906,000
Date
04 Mar 2022
Ownership
Direct
Footnotes
F2
NUAN transaction

Common Stock

Disposed to Issuer

Transaction value
Shares
-906,000
Change %
-100%
Price
Shares after
0
Date
04 Mar 2022
Ownership
Direct
Footnotes
F2
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Mark D. Benjamin is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 2 footnotes

Footnote 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.

Footnote 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.

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