X0306 4 2015-07-01 1 0001201663 AUDIENCE INC ADNC 0001548398 Santos Peter B C/O AUDIENCE, INC. 331 FAIRCHILD DR. MOUNTAIN VIEW CA 94043 1 1 0 0 President and CEO Common Stock 2015-07-01 2015-07-01 4 U 0 20428 2.51 D 0 D Right to Buy (Common Stock 0.60 2015-07-01 2015-07-01 4 D 0 24412 0.00 D 2006-10-28 2015-10-17 Common Stock 24412 0 D Right to Buy (Common Stock 0.75 2015-07-01 2015-07-01 4 D 0 161009 0.00 D 2007-06-21 2016-07-13 Common Stock 161009 0 D Right to Buy (Common Stock 0.90 2015-07-01 2015-07-01 4 D 0 112355 0.00 D 2007-06-21 2016-07-13 Common Stock 112355 0 D Right to Buy (Common Stock 2.40 2015-07-01 2015-07-01 4 D 0 100246 0.00 D 2009-05-07 2019-04-07 Common Stock 100246 0 D Right to Buy (Common Stock 2.70 2015-07-01 2015-07-01 4 D 0 132350 0.00 D 2011-09-03 2020-08-03 Common Stock 132350 0 D Right to Buy (Common Stock 2.70 2015-07-01 2015-07-01 4 D 0 59449 0.00 D 2011-09-03 2020-08-03 Common Stock 59449 0 D Right to Buy (Common Stock 13.80 2015-07-01 2015-07-01 4 D 0 140475 0.00 D 2013-02-01 2022-01-25 Common Stock 140475 0 D Right to Buy (Common Stock 14.28 2015-07-01 2015-07-01 4 D 0 84000 0.00 D 2013-03-15 2023-03-15 Common Stock 84000 0 D Right to Buy (Common Stock 14.28 2015-07-01 2015-07-01 4 D 0 180000 0.00 D 2023-02-15 Common Stock 180000 0 D Restricted Stock Unit 0.001 2015-07-01 2015-07-01 4 D 0 16000 0.00 D 2013-08-15 2023-02-13 Common Stock 16000 0 D Right to Buy (Common Stock 11.64 2015-07-01 2015-07-01 4 D 0 131000 0.00 D 2014-03-20 2024-02-20 Common Stock 131000 0 D Restricted Stock Unit 0.001 2015-07-01 2015-07-01 4 D 0 36750 0.00 D 2014-08-20 2024-02-20 Common Stock 36750 0 D Restricted Stock Unit 0.001 2015-07-01 2015-07-01 4 D 0 33000 0.00 D 2015-08-18 2025-02-18 Common Stock 33000 0 D Right to Buy (Common Stock 4.60 2015-07-01 2015-07-01 4 D 0 156000 0.00 D 2015-03-18 2025-02-18 Common Stock 156000 0 D 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 $51,274.28 and 2,697 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. Pursuant to the terms of the Merger Agreement, this option was not assumed by Knowles and was cancelled in exchange for (i) a cash payment to Reporting Person of $53,952.51, and (ii) 2,837 shares of Knowles common stock. Pursuant to the terms of the Merger Agreement, this option was not assumed by Knowles and was cancelled in exchange for (i) a cash payment to Reporting Person of $343,757.42, and (ii) 18,074 shares of Knowles common stock. Pursuant to the terms of the Merger Agreement, this option was not assumed by Knowles and was cancelled in exchange for (i) a cash payment to Reporting Person of $231,457.74, and (ii) 12,167 shares of Knowles common stock. Pursuant to the terms of the Merger Agreement, this option was not assumed by Knowles and was cancelled in exchange for (i) a cash payment to Reporting Person of $131,327.94, and (ii) 6,884 shares of Knowles common stock. Pursuant to the terms of the Merger Agreement, this option was not assumed by Knowles and was cancelled in exchange for (i) a cash payment to Reporting Person of $153,531.30, and (ii) 8,040 shares of Knowles common stock. Pursuant to the terms of the Merger Agreement, this option was not assumed by Knowles and was cancelled in exchange for (i) a cash payment to Reporting Person of $68,970.96, and (ii) 3,611 shares of Knowles common stock. Pursuant to the terms of the Merger Agreement, this option was not assumed by Knowles and was cancelled for no consideration. Pursuant to the terms of the Merger Agreement, this option was not assumed by Knowles and was cancelled for no consideration. 75% of the shares subject to this option vests upon the achievement of certain pricing thresholds on the Issuer's common stock and 25% of the shares subject to the option vest monthly over a 12 month period following the achievement of such pricing thresholds. Pursuant to the terms of the Merger Agreement, this option was not assumed by Knowles and was cancelled for no consideration. Represents par value of Issuer's common stock. Pursuant to the terms of the Merger Agreement, this restricted stock unit was assumed and exchanged for a restricted stock unit covering 4,235 shares of Knowles common stock. Pursuant to the terms of the Merger Agreement, dated April 29, 2015, this option was not assumed by Knowles and was cancelled for no consideration. Pursuant to the terms of the Merger Agreement, this restricted stock unit was assumed and exchanged for a restricted stock unit covering 9,728 shares of Knowles common stock. Pursuant to the terms of the Merger Agreement, this restricted stock unit was assumed and exchanged for a restricted stock unit covering 8,735 shares of Knowles common stock. Pursuant to the terms of the Merger Agreement, this option was not assumed by Knowles and was cancelled in exchange for (i) a cash payment to Reporting Person of $30,430.68, and (ii) 1,524 shares of Knowles common stock. /s/ Craig Factor Atty-in-Fact for Peter B. Santos 2015-07-02