SEC FORM 3

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^*

Vulcan Ventures Inc.

(Last)

(First)

(Middle)

505 FIFTH AVENUE SOUTH

SUITE 900

(Street)

SEATTLE

98104

(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)

Director	X	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)

	Form filed by One Reporting Person
X	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)
Common Stock	33,333	D⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series AA Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	336,939	$0	I	Vulcan Capital Venture Capital I LLC⁽³⁾
Series AA-1 Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	108,247	$0	I	Vulcan Capital Venture Capital I LLC⁽³⁾
Series B Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	505,102	$0	I	Vulcan Capital Venture Capital I LLC⁽³⁾
Series B-1 Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	235,687	$0	I	Vulcan Capital Venture Capital I LLC⁽³⁾
Series C Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	461,342	$0	I	Vulcan Capital Venture Capital I LLC⁽³⁾
Series D Convertible Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	584,453	$0	I	Vulcan Capital Venture Capital I LLC⁽³⁾
Series E Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	1,126,239	$0	I	Vulcan Capital Venture Capital I LLC⁽³⁾
Series A-2 Convertible Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	102,669	$0	D⁽¹⁾
Series A-3 Convertible Preferred Stock	⁽¹¹⁾	⁽¹¹⁾	Common Stock	11,111	$0	D⁽¹⁾
Series AA Preferred Stock Warrant (right to buy)	⁽¹²⁾	⁽¹²⁾	Series AA Convertible Preferred Stock⁽²⁾	68,919	$3.627	I	Vulcan Capital Venture Capital I LLC⁽³⁾

1. Name and Address of Reporting Person^*

Vulcan Ventures Inc.

(Last)

(First)

(Middle)

505 FIFTH AVENUE SOUTH

SUITE 900

(Street)

SEATTLE

98104

(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^*

Vulcan Capital Venture Capital Management I, LLC

(Last)

(First)

(Middle)

505 FIFTH AVENUE SOUTH

SUITE 900

(Street)

SEATTLE

98104

(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^*

Vulcan Capital Venture Capital I LLC

(Last)

(First)

(Middle)

505 FIFTH AVENUE SOUTH

SUITE 900

(Street)

SEATTLE

98104

(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^*

ALLEN PAUL G

(Last)

(First)

(Middle)

505 FIFTH AVENUE SOUTH

SUITE 900

(Street)

SEATTLE

98104

(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. Vulcan Ventures Incorporated ("VVI") is wholly owned by Paul G. Allen, and Mr. Allen has sole voting and investment power over the shares held by VVI.

2. Each share of the issuer's Series AA Convertible Preferred Stock will be automatically converted into 1 share of the issuer's Common Stock immediately upon the closing of the issuer's firm commitment underwritten initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended (the "IPO"), and has no expiration date.

3. VVI is the Managing Member of Vulcan Capital Venture Capital Management I LLC, which is the Manager of Vulcan Capital Venture Capital I LLC ("VCVC I"). Mr. Allen has sole voting and investment power over the shares held by VCVC I. VVI and Mr. Allen disclaim beneficial ownership over the securities held by VCVC I except to the extent of their respective pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

4. Each share of the issuer's Series AA-1 Convertible Preferred Stock will be automatically converted into 1 share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.

5. Each share of the issuer's Series B Convertible Preferred Stock will be automatically converted into 1 share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.

6. Each share of the issuer's Series B-1 Convertible Preferred Stock will be automatically converted into 1 share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.

7. Each share of the issuer's Series C Convertible Preferred Stock will be automatically converted into 1 share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.

8. Each share of the issuer's Series D Convertible Preferred Stock will be automatically converted into 1 share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.

9. Each share of the issuer's Series E Convertible Preferred Stock will be automatically converted into 1 share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.

10. Each share of the issuer's Series A-2 Convertible Preferred Stock will be automatically converted into 1 share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.

11. Each share of the issuer's Series A-3 Convertible Preferred Stock will be automatically converted into 1 share of the issuer's Common Stock immediately upon the closing of the issuer's IPO and has no expiration date.

12. VCVC I has elected to exercise the warrant in full, subject to the closing of the IPO, and has provided notice of exercise and the purchase price to the issuer. The warrant will expire upon the closing of the IPO if not exercised.

Remarks:

	/s/ Paul Ghaffari, as attorney-in-fact for Vulcan Ventures Incorporated	05/09/2012
	/s/ Paul Ghaffari, as attorney-in-fact for Vulcan Capital Venture Capital Management I LLC	05/09/2012
	/s/ Paul Ghaffari, as attorney-in-fact for Vulcan Capital Venture Capital I LLC	05/09/2012
	/s/ Paul Ghaffari, as attorney-in-fact for Paul G. Allen	05/09/2012
	** 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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