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
X	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* TALLWOOD II LP (Last) (First) (Middle) C/O TALLWOOD VENTURE CAPITAL 3000 SAND HILL ROAD, BLDG. 3, SUITE 240 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol AUDIENCE INC [ ADNC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/01/2015
	4. 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 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	07/01/2015	07/01/2015	U		286,234	D	$2.51(1)	0	I	See footnote(2)
Common Stock	07/01/2015	07/01/2015	U		1,437,061	D	$2.51(3)	0	I	See footnotes(4)(11)
Common Stock	07/01/2015	07/01/2015	U		1,133,312	D	$2.51(5)	0	I	See footnotes(6)(11)
Common Stock	07/01/2015	07/01/2015	U		26,222	D	$2.51(7)	0	I	See footnotes(8)(11)
Common Stock	07/01/2015	07/01/2015	U		595,352	D	$2.51(9)	0	I	See footnotes(10)(11)
Common Stock	07/01/2015	07/01/2015	U		1,042,323	D	$2.51(12)	0	I	See footnotes(13)(18)
Common Stock	07/01/2015	07/01/2015	U		8,075	D	$2.51(14)	0	I	See footnotes(15)(18)
Common Stock	07/01/2015	07/01/2015	U		131,990	D	$2.51(16)	0	I	See footnotes(17)(18)

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

1. Name and Address of Reporting Person* TALLWOOD II LP (Last) (First) (Middle) C/O TALLWOOD VENTURE CAPITAL 3000 SAND HILL ROAD, BLDG. 3, SUITE 240 (Street) MENLO PARK CA 94025 (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* Tallwood Partners, LLC (Last) (First) (Middle) C/O TALLWOOD VENTURE CAPITAL 3000 SAND HILL ROAD, BLDG. 3, SUITE 240 (Street) MENLO PARK CA 94025 (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* TALLWOOD II ANNEX LP (Last) (First) (Middle) C/O TALLWOOD VENTURE CAPITAL 3000 SAND HILL ROAD, BLDG. 3, SUITE 240 (Street) MENLO PARK CA 94025 (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* TALLWOOD II ASSOCIATES LP (Last) (First) (Middle) C/O TALLWOOD VENTURE CAPITAL 3000 SAND HILL ROAD, BLDG. 3, SUITE 240 (Street) MENLO PARK CA 94025 (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* TALLWOOD II PARTNERS LP (Last) (First) (Middle) C/O TALLWOOD VENTURE CAPITAL 3000 SAND HILL ROAD, BLDG. 3, SUITE 240 (Street) MENLO PARK CA 94025 (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* Tallwood II Management, LLC (Last) (First) (Middle) C/O TALLWOOD VENTURE CAPITAL 3000 SAND HILL ROAD, BLDG. 3, SUITE 240 (Street) MENLO PARK CA 94025 (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* TALLWOOD III L P (Last) (First) (Middle) C/O TALLWOOD VENTURE CAPITAL 3000 SAND HILL ROAD, BLDG. 3, SUITE 240 (Street) MENLO PARK CA 94025 (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* Tallwood III Associates LP (Last) (First) (Middle) C/O TALLWOOD VENTURE CAPITAL 3000 SAND HILL ROAD, BLDG. 3, SUITE 240 (Street) MENLO PARK CA 94025 (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* TALLWOOD III PARTNERS L P (Last) (First) (Middle) C/O TALLWOOD VENTURE CAPITAL 3000 SAND HILL ROAD, BLDG. 3, SUITE 240 (Street) MENLO PARK CA 94025 (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* Tallwood III Management LLC (Last) (First) (Middle) C/O TALLWOOD VENTURE CAPITAL 3000 SAND HILL ROAD, BLDG. 3, SUITE 240 (Street) MENLO PARK CA 94025 (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. In connection with the completion of an exchange offer launched by Orange Subsidiary, Inc., a wholly owned subsidiary of Knowles Corporation ("Knowles") (the "Offer"), the Reporting Person received $718,447.34 and 37,802 shares of Knowles common stock. Such amounts were determined pursuant to the offer consideration described in the Offer Statement on Schedule TO filed with the SEC by Knowles and Orange Subsidiary, Inc. on May 19, 2015, as amended.

2. The shares are held by Tallwood Partners LLC ("Tallwood LLC"). The Banatao Living Trust DTD 07/21/99 ("Trust") is the general partners of Tallwood LLC. Diosdado P. Banatao is the trustee of the Trust, and may be deemed to be the beneficial owner of the shares held by Tallwood LLC. The Trust may be deemed to share voting and dispositive power with respect to the shares held by Tallwood LLC, but disclaims beneficial ownership of the shares.

3. In connection with the completion of the Offer, the Reporting Person received $3,607,023.11 and 189,792 shares of Knowles common stock. Such amounts were determined pursuant to the offer consideration described in the Offer Statement on Schedule TO filed with the SEC by Knowles and Orange Subsidiary, Inc. on May 19, 2015, as amended.

4. The shares are held by Tallwood II, L.P. ("Tallwood II").

5. In connection with the completion of the Offer, the Reporting Person received $2,844,613.12 and 149,676 shares of Knowles common stock. Such amounts were determined pursuant to the offer consideration described in the Offer Statement on Schedule TO filed with the SEC by Knowles and Orange Subsidiary, Inc. on May 19, 2015, as amended.

6. The shares are held by Tallwood II Annex, L.P. ("Tallwood II Annex").

7. In connection with the completion of the Offer, the Reporting Person received $65,817.22 and 3,463 shares of Knowles common stock. Such amounts were determined pursuant to the offer consideration described in the Offer Statement on Schedule TO filed with the SEC by Knowles and Orange Subsidiary, Inc. on May 19, 2015, as amended.

8. The shares are held by Tallwood II Associates, L.P. ("Tallwood II Associates").

9. In connection with the completion of the Offer, the Reporting Person received $1,494,333.52 and 78,628 shares of Knowles common stock. Such amounts were determined pursuant to the offer consideration described in the Offer Statement on Schedule TO filed with the SEC by Knowles and Orange Subsidiary, Inc. on May 19, 2015, as amended.

10. The shares are held by Tallwood II Partners, L.P. ("Tallwood II Partners").

11. As the sole general partner of Tallwood II, Tallwood II Associates and Tallwood II Partners, Tallwood II Management, LLC ("Tallwood II Management") may be deemed to share voting and dispositive power with respect to the securities held by Tallwood II, Tallwood II Associates and Tallwood II Partners. As the managing members of Tallwood II Management, Diosdado P. Banatao and George Pavlov may be deemed to be the beneficial owners of the securities held by Tallwood II, Tallwood II Associates and Tallwood II Partners; however, each such person, other than Tallwood II, Tallwood II Associates and Tallwood II Partners, disclaims beneficial ownership of these securities.

12. In connection with the completion of the Offer, the Reporting Person received $2,616,230.73 and 137,659 shares of Knowles common stock. Such amounts were determined pursuant to the offer consideration described in the Offer Statement on Schedule TO filed with the SEC by Knowles and Orange Subsidiary, Inc. on May 19, 2015, as amended.

13. The shares are held by Tallwood III, L.P. ("Tallwood III").

14. In connection with the completion of the Offer, the Reporting Person received $20,268.25 and 1,066 shares of Knowles common stock. Such amounts were determined pursuant to the offer consideration described in the Offer Statement on Schedule TO filed with the SEC by Knowles and Orange Subsidiary, Inc. on May 19, 2015, as amended.

15. The shares are held by Tallwood III Associates, L.P. ("Tallwood III Associates").

16. In connection with the completion of the Offer, the Reporting Person received $331,294.90 and 17,431 shares of Knowles common stock. Such amounts were determined pursuant to the offer consideration described in the Offer Statement on Schedule TO filed with the SEC by Knowles and Orange Subsidiary, Inc. on May 19, 2015, as amended.

17. The shares are held by Tallwood III Partners, L.P. ("Tallwood III Partners").

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

Remarks:

	Tallwood Partners, LLC, /s/ Diosdado P. Banatao, Trustee	07/01/2015
	Tallwood II, L.P., /s/ Natasha Shok, Authorized Signatory	07/01/2015
	Tallwood II Annex, L.P., /s/ Natasha Shok, Authorized Signatory	07/01/2015
	Tallwood II Associates, L.P., /s/ Natasha Shok, Authorized Signatory	07/01/2015
	Tallwood II Partners, L.P., /s/ Natasha Shok, Authorized Signatory	07/01/2015
	Tallwood II Management, LLC, /s/ Natasha Shok, Authorized Signatory	07/01/2015
	Tallwood III, L.P., /s/ Natasha Shok, Authorized Signatory	07/01/2015
	Tallwood III Associates, L.P., /s/ Natasha Shok, Authorized Signatory	07/01/2015
	Tallwood III Partners, L.P., /s/ Natasha Shok, Authorized Signatory	07/01/2015
	Tallwood III Management, LLC, /s/ Natasha Shok, Authorized Signatory	07/01/2015
	** 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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