UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

______________

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)*

AUDIENCE, INC.

(Name of Issuer)

Common Stock, $.001 par value per share

(Title of Class of Securities)

05070J102

(CUSIP Number)

December 31, 2012

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

oRule 13d-1(b)

oRule 13d-1(c)

xRule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

  CUSIP No.    05070J102 13G Page 2 of 19

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) New Enterprise Associates 11, Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF		5	SOLE VOTING POWER 0
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 4,278,005
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 0
WITH:		8	SHARED DISPOSITIVE POWER 4,278,005
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,278,005
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 21.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

CUSIP No. 05070J102 13G Page 3 of 19

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) NEA Partners 11, Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF		5	SOLE VOTING POWER 0
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 4,278,005
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 0
WITH:		8	SHARED DISPOSITIVE POWER 4,278,005
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,278,005
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 21.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

CUSIP No. 05070J102 13G Page 4 of 19

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) NEA 11 GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF		5	SOLE VOTING POWER 0
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 4,278,005
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 0
WITH:		8	SHARED DISPOSITIVE POWER 4,278,005
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,278,005
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 21.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

CUSIP No. 05070J102 13G Page 5 of 19

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) M. James Barrett
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF		5	SOLE VOTING POWER 0
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 4,278,005
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 0
WITH:		8	SHARED DISPOSITIVE POWER 4,278,005
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,278,005
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 21.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

CUSIP No. 05070J102 13G Page 6 of 19

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Peter J. Barris
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF		5	SOLE VOTING POWER 0
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 4,278,005
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 0
WITH:		8	SHARED DISPOSITIVE POWER 4,278,005
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,278,005
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 21.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

CUSIP No. 05070J102 13G Page 7 of 19

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Forest Baskett
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF		5	SOLE VOTING POWER 0
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 4,278,005
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 0
WITH:		8	SHARED DISPOSITIVE POWER 4,278,005
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,278,005
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 21.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

CUSIP No. 05070J102 13G Page 8 of 19

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Ryan D. Drant
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF		5	SOLE VOTING POWER 0
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 4,278,005
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 0
WITH:		8	SHARED DISPOSITIVE POWER 4,278,005
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,278,005
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 21.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

CUSIP No. 05070J102 13G Page 9 of 19

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Krishna S. Kolluri
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF		5	SOLE VOTING POWER 0
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 4,278,005
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 0
WITH:		8	SHARED DISPOSITIVE POWER 4,278,005
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,278,005
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 21.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

CUSIP No. 05070J102 13G Page 10 of 19

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Scott D. Sandell
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF		5	SOLE VOTING POWER 0
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 4,278,005
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 0
WITH:		8	SHARED DISPOSITIVE POWER 4,278,005
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,278,005
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 21.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

CUSIP No. 05070J102 13G Page 11 of 19

Item 1(a). Name of Issuer:   Audience, Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:

440 Clyde Avenue, Mountain View, California 94043.

Item 2(a). Names of Persons Filing:     This statement is being filed by New Enterprise Associates 11, Limited Partnership (“NEA 11”); NEA Partners 11, Limited Partnership (“NEA Partners 11”), which is the sole general partner of NEA 11; NEA 11 GP, LLC (“NEA 11 GP”), which is the sole general partner of NEA Partners 11; and M. James Barrett (“Barrett”), Peter J. Barris (“Barris”), Forest Baskett (“Baskett”), Ryan D. Drant (“Drant”), Krishna S. Kolluri (“Kolluri”) and Scott D. Sandell (“Sandell”) (collectively, the “Managers”).  The Managers are the individual managers of NEA 11 GP.  NEA 11, NEA Partners 11, NEA 11 GP and the Managers are sometimes referred to collectively herein as the “Reporting Persons”.

Item 2(b). Address of Principal Business Office or, if None, Residence: The address of the principal business office of NEA 11, NEA Partners 11 and NEA 11 GP is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093.  The address of the principal business office of Baskett, Kolluri and Sandell is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025.  The address of the principal business office of Barris, Barrett, and Drant is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815.

Item 2(c). Citizenship:   NEA 11 and NEA Partners 11 are limited partnerships organized under the laws of the State of Delaware.  NEA 11 GP is a limited liability company organized under the laws of the State of Delaware.  Each of the Managers is a United States citizen.

Item 2(d). Title of Class of Securities:     Common Stock, $.001 par value (“Common Stock”).

Item 2(e). CUSIP Number:     05070J102.

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.  Ownership.

(a)  Amount Beneficially Owned: NEA 11 is the record owner of 4,278,005 shares of Common Stock as of December 31, 2012 (the “Shares”).  As the sole general partner of NEA 11, NEA Partners 11 may be deemed to own beneficially the Shares.  As the sole general partner of NEA Partners 11, NEA 11 GP likewise may be deemed to own beneficially the Shares.  As the individual Managers of NEA 11 GP, each of the Managers also may be deemed to own beneficially the Shares.

CUSIP No. 05070J102 13G Page 12 of 19

(b) Percent of Class:  See Line 11 of cover sheets.  The percentages set forth on the cover sheet for each Reporting Person are calculated based on 20,345,747 shares of Common Stock reported by the Issuer to be outstanding as of September 30, 2012 on Form 10-Q as filed with the Securities and Exchange Commission on November 6, 2012.

(c)  Number of shares as to which such person has:

(i) sole power to vote or to direct the vote:  See Line 5 of cover sheets.

(ii) shared power to vote or to direct the vote:  See Line 6 of cover sheets.

(iii) sole power to dispose or to direct the disposition of:  See Line 7 of cover sheets.

(iv) shared power to dispose or to direct the disposition of: See Line 8 of cover sheets.

Each Reporting Person disclaims beneficial ownership of such Securities except for the shares, if any, such Reporting Person holds of record.

Item 5.  Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8.  Identification and Classification of Members of the Group.

Not applicable.  The Reporting Persons expressly disclaim membership in a “group” as used in Rule 13d-5(b).

Item 9.  Notice of Dissolution of Group.

Not applicable.

Item 10.  Certification.

Not applicable.  This Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d–1(c).

Material to be Filed as Exhibits.

Exhibit 1 – Agreement regarding filing of joint Schedule 13G.

Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.

CUSIP No. 05070J102 13G Page 13 of 19

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:           February 13, 2013

NEW ENTERPRISE ASSOCIATES 11,

LIMITED PARTNERSHIP

By: NEA PARTNERS 11, LIMITED PARTNERSHIP

General Partner

By: NEA 11 GP, LLC General Partner

By:          * Peter J. Barris Manager

NEA PARTNERS 11, LIMITED PARTNERSHIP

By: NEA 11 GP, LLC General Partner

By:          * Peter J. Barris Manager

NEA 11 GP, LLC

By:          * Peter J. Barris Manager

        *

M. James Barrett

        *

Peter J. Barris

CUSIP No. 05070J102 13G Page 14 of 19

        *

Forest Baskett

        *

Ryan D. Drant

        *

Krishna S. Kolluri

        *

Scott D. Sandell

*By: /s/ Louis S. Citron

Louis S. Citron

As attorney-in-fact

This Schedule 13G was executed by Louis S. Citron on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.

CUSIP No. 05070J102 13G Page 15 of 19

EXHIBIT 1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of Audience, Inc.

EXECUTED this 13th day of February, 2013.

NEW ENTERPRISE ASSOCIATES 11,

LIMITED PARTNERSHIP

By: NEA PARTNERS 11, LIMITED PARTNERSHIP

General Partner

By: NEA 11 GP, LLC General Partner

By:          * Peter J. Barris Manager

NEA PARTNERS 11, LIMITED PARTNERSHIP

By: NEA 11 GP, LLC General Partner

By:          * Peter J. Barris Manager

NEA 11 GP, LLC

By:          * Peter J. Barris Manager

        *

M. James Barrett

CUSIP No. 05070J102 13G Page 16 of 19

        *

Peter J. Barris

        *

Forest Baskett

        *

Ryan D. Drant

        *

Krishna S. Kolluri

        *

Scott D. Sandell

*By: /s/ Louis S. Citron

Louis S. Citron

As attorney-in-fact

This Agreement was executed by Louis S. Citron on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.

CUSIP No. 05070J102 13G Page 17 of 19

EXHIBIT 2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Charles W. Newhall III, Louis S. Citron, Eugene A. Trainor III, Timothy Schaller and Shawn Conway, and each of them, with full power to act without the others, his true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 4th day of May, 2009.

/s/ M. James Barrett

M. James Barrett

/s/ Peter J. Barris

Peter J. Barris

/s/ Forest Baskett

Forest Baskett

/s/ Rohini Chakravarthy

Rohini Chakravarthy

/s/ Patrick Chung

Patrick Chung

/s/ Ryan Drant

Ryan Drant

/s/ Shawn Conway

Shawn Conway

/s/ Anthony A. Florence

Anthony A. Florence

/s/ Robert Garland

Robert Garland

CUSIP No. 05070J102 13G Page 18 of 19

/s/ Paul Hsiao

Paul Hsiao

/s/ Vladimir Jacimovic

Vladimir Jacimovis

/s/ Patrick J. Kerins

Patrick J. Kerins

/s/ Suzanne King

Suzanne King

/s/ Krishna S. Kolluri

Krishna S. Kolluri

/s/ C. Richard Kramlich

C. Richard Kramlich

/s/ Charles M. Linehan

Charles M. Linehan

/s/ Edward Mathers 

Edward Mathers

/s/ David M. Mott 

David M. Mott

/s/ John M. Nehra

John M. Nehra

/s/ Charles W. Newhall III

Charles W. Newhall III

/s/ Jason R. Nunn Jason R. Nunn

/s/ Mark W. Perry

Mark W. Perry

/s/ Jon Sakoda 

Jon Sakoda

/s/ Scott D. Sandell

Scott D. Sandell

CUSIP No. 05070J102 13G Page 19 of 19

/s/ Peter W. Sonsini

Peter W. Sonsini

/s/ A. Brooke Seawell

A. Brooke Seawell

/s/ Eugene A. Trainor III

Eugene A. Trainor III

/s/ Ravi Viswanathan

Ravi Viswanathan

/s/ Paul E. Walker

Paul E. Walker

/s/ Harry Weller

Harry Weller