SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

TALLWOOD II LP

(Last)

(First)

(Middle)

C/O TALLWOOD VENTURE CAPITAL

3000 SAND HILL RD, BUILDING 3, SUITE 240

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AUDIENCE INC [ ADNC ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2012

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

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

	Form filed by One Reporting Person
X	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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/15/2012		C		385,950	A	⁽¹⁾	385,950	I	See Footnote⁽²⁾
Common Stock	05/15/2012		C		123,992	A	⁽¹⁾	509,942	I	See Footnote⁽²⁾
Common Stock	05/15/2012		C		389,554	A	⁽¹⁾	899,496	I	See Footnote⁽²⁾
Common Stock	05/15/2012		C		181,767	A	⁽¹⁾	1,081,263	I	See Footnote⁽²⁾
Common Stock	05/15/2012		C		355,798	A	⁽¹⁾	1,437,061	I	See Footnote⁽²⁾
Common Stock	05/15/2012		C		159,893	A	⁽¹⁾	159,893	I	See Footnote⁽³⁾
Common Stock	05/15/2012		C		51,368	A	⁽¹⁾	211,261	I	See Footnote⁽³⁾
Common Stock	05/15/2012		C		161,386	A	⁽¹⁾	372,647	I	See Footnote⁽³⁾
Common Stock	05/15/2012		C		75,303	A	⁽¹⁾	447,950	I	See Footnote⁽³⁾
Common Stock	05/15/2012		C		147,402	A	⁽¹⁾	595,352	I	See Footnote⁽³⁾
Common Stock	05/15/2012		C		5,513	A	⁽¹⁾	5,513	I	See Footnote⁽⁴⁾
Common Stock	05/15/2012		C		1,771	A	⁽¹⁾	7,284	I	See Footnote⁽⁴⁾
Common Stock	05/15/2012		C		5,565	A	⁽¹⁾	12,849	I	See Footnote⁽⁴⁾
Common Stock	05/15/2012		C		2,596	A	⁽¹⁾	15,445	I	See Footnote⁽⁴⁾
Common Stock	05/15/2012		C		5,082	A	⁽¹⁾	20,527	I	See Footnote⁽⁴⁾
Common Stock	05/15/2012		C		5,695	A	⁽¹⁾	26,222	I	See Footnote⁽⁴⁾
Common Stock	05/15/2012		C		1,133,312	A	⁽¹⁾	1,133,312	I	See Footnote⁽⁵⁾

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series AA Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			385,950	⁽¹⁾	⁽⁶⁾	Common Stock	385,950	⁽¹⁾	0	I	See Footnote⁽²⁾
Series AA Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			159,893	⁽¹⁾	⁽⁶⁾	Common Stock	159,893	⁽¹⁾	0	I	See Footnote⁽³⁾
Series AA Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			5,513	⁽¹⁾	⁽⁶⁾	Common Stock	5,513	⁽¹⁾	0	I	See Footnote⁽⁴⁾
Series AA-1 Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			123,992	⁽¹⁾	⁽⁶⁾	Common Stock	123,992	⁽¹⁾	0	I	See Footnote⁽²⁾
Series AA-1 Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			51,368	⁽¹⁾	⁽⁶⁾	Common Stock	51,368	⁽¹⁾	0	I	See Footnote⁽³⁾
Series AA-1 Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			1,771	⁽¹⁾	⁽⁶⁾	Common Stock	1,771	⁽¹⁾	0	I	See Footnote⁽⁴⁾
Series B Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			389,554	⁽¹⁾	⁽⁶⁾	Common Stock	389,554	⁽¹⁾	0	I	See Footnote⁽²⁾
Series B Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			161,386	⁽¹⁾	⁽⁶⁾	Common Stock	161,386	⁽¹⁾	0	I	See Footnote⁽³⁾
Series B Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			5,565	⁽¹⁾	⁽⁶⁾	Common Stock	5,565	⁽¹⁾	0	I	See Footnote⁽⁴⁾
Series B-1 Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			181,767	⁽¹⁾	⁽⁶⁾	Common Stock	181,767	⁽¹⁾	0	I	See Footnote⁽²⁾
Series B-1 Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			75,303	⁽¹⁾	⁽⁶⁾	Common Stock	75,303	⁽¹⁾	0	I	See Footnote⁽³⁾
Series B-1 Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			2,596	⁽¹⁾	⁽⁶⁾	Common Stock	2,596	⁽¹⁾	0	I	See Footnote⁽⁴⁾
Series C Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			355,798	⁽¹⁾	⁽⁶⁾	Common Stock	355,798	⁽¹⁾	0	I	See Footnote⁽²⁾
Series C Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			147,402	⁽¹⁾	⁽⁶⁾	Common Stock	147,402	⁽¹⁾	0	I	See Footnote⁽³⁾
Series C Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			5,082	⁽¹⁾	⁽⁶⁾	Common Stock	5,082	⁽¹⁾	0	I	See Footnote⁽⁴⁾
Series D Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			5,695	⁽¹⁾	⁽⁶⁾	Common Stock	5,695	⁽¹⁾	0	I	See Footnote⁽⁴⁾
Series D Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			1,133,312	⁽¹⁾	⁽⁶⁾	Common Stock	1,133,312	⁽¹⁾	0	I	See Footnote⁽⁵⁾

1. Name and Address of Reporting Person^*

TALLWOOD II LP

(Last)

(First)

(Middle)

C/O TALLWOOD VENTURE CAPITAL

3000 SAND HILL RD, BUILDING 3, SUITE 240

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

TALLWOOD II PARTNERS LP

(Last)

(First)

(Middle)

C/O TALLWOOD VENTURE CAPITAL

3000 SAND HILL RD, BUILDING 3, SUITE 240

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

TALLWOOD II ASSOCIATES LP

(Last)

(First)

(Middle)

C/O TALLWOOD VENTURE CAPITAL

3000 SAND HILL RD, BUILDING 3, SUITE 240

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

TALLWOOD II ANNEX LP

(Last)

(First)

(Middle)

C/O TALLWOOD VENTURE CAPITAL

3000 SAND HILL RD, BUILDING 3, SUITE 240

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Tallwood II Management, LLC

(Last)

(First)

(Middle)

C/O TALLWOOD VENTURE CAPITAL

3000 SAND HILL RD, BUILDING 3, SUITE 240

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Each share of Series AA, Series AA-1, Series B, Series B-1, Series C and Series D Preferred Stock automatically converted into one share of common stock immediately prior to the consummation of the Issuer's initial public offering.

2. The shares are held by Tallwood II, L.P. ("Tallwood II"). Tallwood II Management, LLC ("Tallwood II Management") is the general partner of Tallwood II. Tallwood II Management may be deemed to share voting and dispositive power with respect to the shares owned by Tallwood II, but disclaims beneficial ownership except to the extent of its pecuniary interest therein.

3. The shares are held by Tallwood II Partners, L.P. ("Tallwood II Partners"). Tallwood II Management is the general partner of Tallwood II Partners. Tallwood II Management may be deemed to share voting and dispositive power with respect to the shares owned by Tallwood II Partners, but disclaims beneficial ownership except to the extent of its pecuniary interest therein.

4. The shares are held by Tallwood II Associates, L.P. ("Tallwood II Associates"). Tallwood II Management is the general partner of Tallwood II Associates. Tallwood II Management may be deemed to share voting and dispositive power with respect to the shares owned by Tallwood II Associates, but disclaims beneficial ownership except to the extent of its pecuniary interest therein.

5. The shares are held by Tallwood II Annex, L.P. ("Tallwood II Annex"). Tallwood II Management is the general partner of Tallwood II Annex. Tallwood II Management may be deemed to share voting and dispositive power with respect to the shares owned by Tallwood II Annex, but disclaims beneficial ownership except to the extent of its pecuniary interest therein.

6. The expiration date is not relevant to the conversion of these securities.

	/s/ Natasha Skok, as Atty-in-Fact for Tallwood II Management, LLC as General Partner for Tallwood II, L.P.	05/17/2012
	/s/ Natasha Skok, as Atty-in-Fact for Tallwood II Management, LLC as General Partner for Tallwood II Partners, L.P.	05/17/2012
	/s/ Natasha Skok, as Atty-in-Fact for Tallwood II Management, LLC as General Partner for Tallwood II Associates, L.P.	05/17/2012
	/s/ Natasha Skok, as Atty-in-Fact for Tallwood II Management, LLC as General Partner for Tallwood II Annex, L.P.	05/17/2012
	/s/ Natasha Skok, as Atty-in-Fact for Tallwood II Management, LLC	05/17/2012
	** 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 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).
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