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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Benjamin Mark D 		2. Issuer Name and Ticker or Trading Symbol

Nuance Communications, Inc. [ NUAN ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

ONE WAYSIDE ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/11/2019
(Street)

BURLINGTON, MA 01803
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   4/11/2019     J    116071   (1) D $0.001   583397   D    
Common Stock   4/11/2019     A    116071   (2) A $0.001   699468   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  On May 7, 2018, Mr. Benjamin was granted 328,256 restricted stock units (RSUs) pursuant to the Nuance Communications, Inc. Amended and Restated 2000 Stock plan (the Plan). On April 11, 2019, the award agreement governing such grant was amended to rescind 116,071 RSUs. The RSUs were rescinded because the Plan provides that no recipient shall be granted, in any fiscal year, RSUs covering more than 1,000,000 shares, and the equity awards made to Mr. Benjamin in the fiscal year ended September 30, 2018 covered 1,116,071 shares, assuming maximum performance of his performance share units. For the amended award of 212,185 RSUs, 70,729 will vest on 04/23/2019, 70,728 will vest on 04/23/2020 and 70,728 will vest on 04/23/2021.
(2)  On April 11, 2019, Mr. Benjamin was granted 116,071 RSUs pursuant to the Plan. 38,691 RSUs will vest on 04/23/2019, 38,690 will vest on 04/23/2020 and 38,690 will vest on 04/23/2021.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Benjamin Mark D
ONE WAYSIDE ROAD
BURLINGTON, MA 01803 		X
Chief Executive Officer

Signatures
By: /s/ Donna Belanger For: Mark Benjamin 4/15/2019
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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