4//SEC Filing
Dahdah Robert 4
Accession 0000899243-22-009459
CIK 0001002517other
Filed
Mar 3, 7:00 PM ET
Accepted
Mar 4, 5:26 PM ET
Size
11.5 KB
Accession
0000899243-22-009459
Insider Transaction Report
Form 4
Dahdah Robert
Executive Vice President and C
Transactions
- Disposition to Issuer
Common Stock
2022-03-04−90,715→ 104,029 total - Disposition to Issuer
Common Stock
2022-03-04−104,029→ 0 total - Award
Common Stock
2022-03-04+196,505→ 196,505 total - Disposition to Issuer
Common Stock
2022-03-04−196,505→ 0 total
Footnotes (3)
- [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]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.
- [F3]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.
Documents
Issuer
Nuance Communications, Inc.
CIK 0001002517
Entity typeother
Related Parties
1- filerCIK 0001671728
Filing Metadata
- Form type
- 4
- Filed
- Mar 3, 7:00 PM ET
- Accepted
- Mar 4, 5:26 PM ET
- Size
- 11.5 KB