Edgar Filing: LEE ENG YEW

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

LEE ENG YEW

2. Issuer Name and Ticker or Trading Symbol
NUANCE COMMUNICATIONS [NUAN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
VP, Tech Svcs

(Last)

(First)

(Middle)

C/O NUANCE COMMUNICATIONS, 1380 WILLOW ROAD

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2005

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	09/15/2005		D		12,024 ⁽¹⁾	D	⁽²⁾	0 ⁽²⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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 Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 2.43

09/15/2005

30,000

⁽³⁾

02/06/2013

Common Stock

30,000

⁽³⁾

0 ⁽³⁾

Employee Stock Option (right to buy)

$ 3.33

09/15/2005

30,000

⁽³⁾

01/21/2015

Common Stock

30,000

⁽³⁾

0 ⁽³⁾

Employee Stock Option (right to buy)

$ 4.41

09/15/2005

30,000

⁽³⁾

06/07/2012

Common Stock

30,000

⁽³⁾

0 ⁽³⁾

Employee Stock Option (right to buy)

$ 8.1

09/15/2005

60,000

⁽³⁾

01/26/2014

Common Stock

60,000

⁽³⁾

0 ⁽³⁾

Employee Stock Option (right to buy)

$ 8.5

09/15/2005

60,000

⁽³⁾

12/16/2009

Common Stock

60,000

⁽³⁾

0 ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LEE ENG YEW C/O NUANCE COMMUNICATIONS 1380 WILLOW ROAD MENLO PARK, CA 94025			VP, Tech Svcs

Signatures

Eng Yew Lee by Douglas Neilsson, Attorney-in-Fact		09/20/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Includes 2,000 shares acquired under the Nuance Employee Stock Purchase Plan on August 18, 2005.
(2)	Disposed of pursuant to merger agreement between issuer and ScanSoft, Inc. ("ScanSoft") in exchange for (A) $2.20 in cash and (B) 0.77 of a share of common stock of ScanSoft for each share of issuer common stock.
(3)	Each option was assumed by ScanSoft in the merger and adjusted pursuant to the merger agreement to provide for (A) 1.2199 shares of ScanSoft common stock for each share of issuer common stock subject to the option, and (B) an exercise price equal to the above exercise price divided by 1.2199. 1/48th of the unvested shares subject to each option will vest on each of the monthly anniversary dates of the grant date, until fully vested.

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