SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO 13d-2(b)

(Amendment No. 1)¹

Audience, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

05070J102

(CUSIP Number)

December 31, 2013

(Date of Event Which Requires Filing of this Statement)

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

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

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).

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Audience, Inc. (“Audience”)

440 Clyde Avenue

Mountain View, CA 94043

Tallwood Partners, LLC

Tallwood II, L.P.

Tallwood II Annex, L.P.

Tallwood II Associates, L.P.

Tallwood II Partners, L.P.

Tallwood II Management, LLC

Tallwood III, L.P.

Tallwood III Associates, L.P.

Tallwood III Partners, L.P.

Tallwood III Management, LLC

The principal business office for all persons filing is:

c/o Tallwood Venture Capital

3000 Sand Hill Road, Building 3, Suite 240

Menlo Park, CA 94025

See Item 4 of the cover page.

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Common Stock, $0.001 par value per share

05070J102

Not applicable.

Tallwood Partners, LLC owns 286,234 shares of Common Stock of Audience as a result of the transfer of 286,234 shares of Common Stock of Audience held by Tallwood I. L.P. (representing all of the shares held by Tallwood I, L.P. and beneficially owned by Tallwood Management Co., LLC, as the sole general partner of Tallwood I, L.P.) to Tallwood Partners, LLC. As the managing member of Tallwood Partners, LLC, The Banatao Living Trust DTD 7/21/99 (“Trust”) may be deemed to share voting and dispositive power with respect to the securities held by Tallwood Partners, LLC. As the trustee of the Trust, Diosdado P. Banatao may be deemed to be the beneficial owner of the securities held by Tallwood Partners, LLC. However, each such person, other than Tallwood Partners, LLC, disclaims beneficial ownership of these securities.

Tallwood II, L.P. owns 1,437,061 shares of Common Stock of Audience. Tallwood II Annex, L.P. owns 1,133,312 shares of Common Stock of Audience. Tallwood II Associates, L.P. owns 26,222 shares of Common Stock of Audience. Tallwood II Partners, L.P. owns 595,352 shares of Common Stock of Audience. As the sole general partner of Tallwood II, L.P., Tallwood II Annex, L.P., Tallwood II Associates, L.P. and Tallwood II Partners, L.P., Tallwood II Management, LLC may be deemed to share voting and dispositive power with respect to the securities held by Tallwood II, L.P., Tallwood II Annex, L.P., Tallwood II Associates, L.P. and Tallwood II Partners, L.P. As the managing members of Tallwood II Management, LLC, Diosdado P. Banatao and George Pavlov may be deemed to be the beneficial owners of the securities held by Tallwood II, L.P., Tallwood II Annex, L.P., Tallwood II Associates, L.P. and Tallwood II Partners, L.P. However, each such person, other than Tallwood II, L.P., Tallwood II Annex, L.P., Tallwood II Associates, L.P. and Tallwood II Partners, L.P. disclaims beneficial ownership of these securities.

Tallwood III, L.P. owns 1,042,323 shares of Common Stock of Audience. Tallwood III Associates, L.P. owns 8,075 shares of Common Stock of Audience. Tallwood III Partners, L.P. owns 131,990 shares of Common Stock of Audience.

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As the sole general partner of Tallwood III, L.P., Tallwood III Associates, L.P. and Tallwood III Partners, L.P., Tallwood III Management, LLC may be deemed to share voting and dispositive power with respect to the securities held by Tallwood III, L.P., Tallwood III Associates, L.P. and Tallwood III Partners, L.P. As the managing members of Tallwood III Management, LLC, Luis Arzubi and Diosdado P. Banatao and George Pavlov may be deemed to be the beneficial owners of the securities held by Tallwood III, L.P., Tallwood III Associates, L.P. and Tallwood III Partners, L.P. However, each such person, other than Tallwood III, L.P., Tallwood III Associates, L.P. and Tallwood III Partners, L.P. disclaims beneficial ownership of these securities.

George Pavlov is a member of the board of directors of Audience.

See Item 11 of the cover page. The percentage of beneficial ownership is based on 21,889,082 shares outstanding as of September 30, 2013, as reported by Audience, Inc. in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013.

(i) Sole power to vote or direct the vote:

See Item 5 of the cover page.

(ii) Shared power to vote or direct the vote:

See Item 6 of the cover page.

(iii) Sole power to dispose or direct the disposition of:

See Item 7 of the cover page.

(iv) Shared power to dispose or direct the disposition of:

See Item 8 of the cover page.

Not Applicable.

See Item 4 above. To the best knowledge of the Reporting Person, no one other than the Reporting Person, the affiliates or shareholders of the Reporting Person and any other persons named in Item 4 has the right to receive or the power to direct the receipt of dividends from, or the proceeds from, the sale of common stock.

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Not Applicable.

See Attachment A.

Not Applicable.

Not Applicable.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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ATTACHMENT A

Tallwood Partners, LLC, Tallwood II, L.P., Tallwood II Annex, L.P., Tallwood II Associates, L.P., Tallwood II Partners, L.P., Tallwood II Management, LLC, Tallwood III, L.P., Tallwood III Associates, L.P., Tallwood III Partners, L.P. and Tallwood III Management, LLC may be deemed to be a group under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) with respect to the securities of the issuer. Such persons disclaim such group membership. The filing of this statement shall not be deemed an admission that, for purposes of Section 13 of the Exchange Act, or otherwise, a Reporting Person is the beneficial owner of equity securities covered by this statement or any other statement that are beneficially owned, directly or indirectly, by any other person.

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EXHIBIT INDEX

Exhibit 1 – Joint Filing Agreement, dated as of February 12, 2013 (incorporated by reference to Exhibit 1 to Schedule 13G filed with the Securities and Exchange Commission on February 13, 2013).

Exhibit 2 – Joinder to Joint Filing Agreement, dated February 14, 2014

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Exhibit 2

JOINDER TO JOINT FILING AGREEMENT

Reference is hereby made to the Joint Filing Agreement, dated as of February 12, 2013 (the “Agreement”). I, as a signatory to Amendment Number 1 of the statement on Schedule 13G to which this Joinder is attached, hereby agree to become party to the Agreement and further agree that the aforementioned statement is, and any amendments thereto filed by me or any of the signatories to the Agremenet will be, filed on behalf of each of the parties to the Agreement.