SEC Form 3

FORM 3

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

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1. Name and Address of Reporting Person* BURKETT MARVIN D (Last) (First) (Middle) C/O AUDIENCE, INC. 440 CLYDE AVE. (Street) MOUNTAIN VIEW CA 94043 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/09/2012	3. Issuer Name and Ticker or Trading Symbol AUDIENCE INC [ ADNC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	09/03/2010(1)	08/03/2020	Common Stock	44,625	$2.7	D
Stock Option (Right to Buy)	06/01/2012(2)	01/25/2022	Common Stock	8,080	$13.8	D

Explanation of Responses:

1. Represents an option in which 1/48th of the shares subject to the option vest and become exercisable each month after August 3, 2010.

2. Represents an option in which 1/12th of the shares subject to the option vest and become exercisable each month after May 1, 2012.

Remarks:

Anticipated effective date of issuer's initial public offering is May 9, 2012.

	/s/ John Fernandez, Atty-in-Fact for Marvin D. Burkett	05/08/2012
	** 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 5 (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).
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