Page 15 of 16 SEC Filing
SCHEDULE 13D
Item 1. Security and Issuer
This statement constitutes Amendment No. 3 to the Schedule 13D filed with the Securities and Exchange Commission on August 29, 2013, as amended (the “Initial Schedule 13D”), on behalf of the Reporting Persons (as defined in the Initial Schedule 13D) with respect to the Common Stock, $0.001 par value per share (“Shares”), issued by Nuance Communications, Inc. (the “Issuer”), and hereby amends the Initial Schedule 13D to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Initial 13D is hereby amended to add the following:
On March 9, 2016, the Reporting Persons entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with the Issuer pursuant to which the Reporting Persons agreed to sell to the Issuer an aggregate of 26,315,790 Shares, at a price of $19.00 per share. The transaction contemplated by the Stock Purchase Agreement is expected to close on or around March 15, 2016. The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified by reference to the Stock Purchase Agreement, a copy of which is filed herewith as an exhibit and is incorporated into this Item 4 by reference.
Item 5. Interest in Securities of the Issuer
Item 5(a) of the Initial Schedule 13D is hereby amended and restated as follows:
(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 34,468,833 Shares, representing approximately 11.32% of the Issuer’s outstanding Shares (based upon the 304,446,272 Shares stated to be outstanding as of January 29, 2016 by the Issuer in the Issuer’s Form 10-Q for the quarterly period ended December 31, 2015).
The first paragraph of Item 5(b) of the Initial Schedule 13D is hereby amended and restated as follows:
(b) High River has sole voting power and sole dispositive power with regard to 6,893,769 Shares. Each of Hopper, Barberry and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master has sole voting power and sole dispositive power with regard to 11,450,787 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Partners has sole voting power and sole dispositive power with regard to 16,124,277 Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares.
Item 5(c) of the Initial Schedule 13D is hereby amended by adding the following:
(c) The following table sets forth all transactions with respect to Shares effected by any of the Reporting Persons since their last filing on Schedule 13D. All such transactions were sales of Shares pursuant to the Stock Purchase Agreement.
| Name of Reporting Person | Date of Transaction | Amount of Securities | Price Per Share |
| High River Limited Partnership | 03/09/2016 | (5,263,158) | $19.00 |
| Icahn Partners LP | 03/09/2016 | (12,743,517) | $19.00 |
| Icahn Partners Master Fund LP | 03/09/2016 | (8,309,115) | $19.00 |
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer
The information set forth above in Item 4 is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
1. Stock Purchase Agreement dated March 9, 2016 (incorporated herein by reference to Exhibit 99.1 to the Form 8-K filed by the Issuer with the Securities and Exchange Commission on March 10, 2016).
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