| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AUDIBLE INC [ ADBL.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/23/2004 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 11/24/2004 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 11/23/2004 | S | 650,000(1) | D | $23.21 | 1,087,252(2) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The Reporting Persons sold in the aggregate 650,000 shares of Common Stock in an underwritten public offering pursuant to the shelf registration statement of Audible, Inc. declared effective on November 17, 2004. Random House, Inc. sold 125,000 shares, Random House Ventures LLC sold 300,000 shares, and Bertelsmann Multimedia, Inc. sold 225,000 shares. All share numbers herein reflect the 1 for 3 reverse stock split effected by the Issuer on June 17, 2004. |
| 2. The Reporting Persons as a group own in the aggregate 1,087,252 shares of Common Stock consisting of 291,667 shares owned by Random House, Inc., 388,589 shares owned by Random House Ventures LLC and 406,996 shares owned by Bertelsmann Multimedia, Inc. Random House Ventures LLC also owns a warrant to purchase 292,777 shares of Common Stock. Neither Bertelsmann, Inc. nor Bertelsmann Publishing Group, Inc. directly owns any Common Stock. The Reporting Persons' 1,380,029 shares of Common Stock (which total includes the warrant shares owned by Random House Ventures LLC) represent 5.9% of the Issuer's Common Stock outstanding based upon 23,011,952 shares of Common Stock outstanding reported in the Issuer's Prospectus Supplement filed on November 18, 2004. All share numbers herein reflect the 1 for 3 reverse stock split effected by the Issuer on June 17, 2004. |
| Anne Davis, Senior Vice President and Controller, Random House, Inc. | 12/03/2004 | |
| Anne Davis, Treasurer, Random House Ventures LLC | 12/03/2004 | |
| Robert J. Sorrentino, President and Chief Operating Officer, Bertelsmann, Inc. | 12/03/2004 | |
| Robert J. Sorrentino, President, Bertelsmann Multimedia, Inc. | 12/03/2004 | |
| Robert J. Sorrentino, President, Bertelsmann Publishing Group, Inc. | 12/03/2004 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||