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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* KATZ DONALD R (Last) (First) (Middle) C/O AUDIBLE, INC. 65 WILLOWBROOK BLVD. (Street) WAYNE NJ 22033 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol AUDIBLE INC [ ADBL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chairman of the Board & CEO
	3. Date of Earliest Transaction (Month/Day/Year) 08/23/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/23/2004		S(1)		300	D	$11.2	416,450	D
Common Stock	08/23/2004		S(1)		400	D	$11.26	416,050	D
Common Stock	08/23/2004		S(1)		200	D	$11.27	415,850	D
Common Stock	08/23/2004		S(1)		400	D	$11.28	415,450	D
Common Stock	08/23/2004		S(1)		200	D	$11.29	415,250	D
Common Stock	08/23/2004		S(1)		300	D	$11.3	414,950	D
Common Stock	08/23/2004		S(1)		100	D	$11.31	414,850	D
Common Stock	08/23/2004		S(1)		200	D	$11.32	414,650	D
Common Stock	08/23/2004		S(1)		600	D	$11.33	414,050	D
Common Stock	08/23/2004		S(1)		200	D	$11.34	413,850	D
Common Stock	08/23/2004		S(1)		200	D	$11.35	413,650	D
Common Stock	08/23/2004		S(1)		500	D	$11.36	413,150	D
Common Stock	08/23/2004		S(1)		300	D	$11.37	412,850	D
Common Stock	08/23/2004		S(1)		100	D	$11.38	412,750	D
Common Stock								50,000	I	see footnote(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$4.69							(3)	12/19/2011	Common Stock	83,333		83,333	D
Employee Stock Option (right to buy)	$1.5							(4)	07/23/2011	Common Stock	116,667		83,333	D
Employee Stock Option (right to buy)	$2.97							(5)	12/13/2012	Common Stock	133,333		133,333	D
Employee Stock Option (right to buy)	$1.62	08/01/2003		A		112,955		(6)	08/01/2013	Common Stock	112,955	$0	112,955	D
Employee Stock Option (right to buy)	$3.42	09/25/2003		A		157,045		(7)	09/25/2013	Common Stock	157,045	$0	157,045	D

Explanation of Responses:

1. Planned sales pursuant to a previously adopted 10b5-1 trading plan.

2. Shares held by the 2003 Katz Grantor Retained Annuity Trust

3. On February 19, 2001, Mr. Katz was granted stock options to purchase 83,333 shares of common stock, vesting in equal monthly installments beginning on March 19, 2001 for 50 months.

4. On July 23, 2001, Mr. Katz was granted stock options to purchase 116,667 shares of common stock, vesting in equal monthly installments beginning August 23, 2001 for 18 months.

5. On February 13, 2002, Mr. Katz was granted stock options to purchase 133,333 shares of shares of common stock, with the first vesting of 13,333 shares on January 15, 2003 and in equal quarterly installments quarterly thereafter, beginning March 31, 2003.

6. Options began vesting in equal monthly installments beginning on August 1, 2003, for the following 48 months.

7. Options began vesting in equal monthly installments beginning on September 25, 2003, for the following 48 months.

Remarks:

	Donald Katz	08/23/2004
	** 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).
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