Sec Form 4 Filing - Cassity Wendy @ Nuance Communications, Inc. - 2022-03-04

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Cassity Wendy 2. Issuer Name and Ticker or Trading Symbol Nuance Communications, Inc. [ NUAN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & Chief Legal Officer (Last) (First) (Middle) ONE WAYSIDE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 03/04/2022 (Street) BURLINGTON, MA01803 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/04/2022 D 48,292( 1 ) D 85,548 D Common Stock 03/04/2022 D 85,548 D 0 D Common Stock 03/04/2022 A 105,489( 3 ) A 105,489 D Common Stock 03/04/2022 D 105,489( 3 ) D 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficia l Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cassity Wendy ONE WAYSIDE ROAD BURLINGTON, MA01803 EVP & Chief Legal Officer Signatures By: /s/ Justine Bensussen For: Wendy Cassity 03/04/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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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