SEC FORM 4

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

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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^*

Santos Peter B

(Last)

(First)

(Middle)

C/O AUDIENCE, INC.

331 FAIRCHILD DR.

(Street)

MOUNTAIN VIEW

94043

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

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)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/01/2015	07/01/2015	U		20,428	D	$2.51⁽¹⁾	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Right to Buy (Common Stock	$0.6	07/01/2015	07/01/2015	D			24,412	10/28/2006	10/17/2015	Common Stock	24,412	$0.00	0⁽²⁾	D
Right to Buy (Common Stock	$0.75	07/01/2015	07/01/2015	D			161,009	06/21/2007	07/13/2016	Common Stock	161,009	$0.00	0⁽³⁾	D
Right to Buy (Common Stock	$0.9	07/01/2015	07/01/2015	D			112,355	06/21/2007	07/13/2016	Common Stock	112,355	$0.00	0⁽⁴⁾	D
Right to Buy (Common Stock	$2.4	07/01/2015	07/01/2015	D			100,246	05/07/2009	04/07/2019	Common Stock	100,246	$0.00	0⁽⁵⁾	D
Right to Buy (Common Stock	$2.7	07/01/2015	07/01/2015	D			132,350	09/03/2011	08/03/2020	Common Stock	132,350	$0.00	0⁽⁶⁾	D
Right to Buy (Common Stock	$2.7	07/01/2015	07/01/2015	D			59,449	09/03/2011	08/03/2020	Common Stock	59,449	$0.00	0⁽⁷⁾	D
Right to Buy (Common Stock	$13.8	07/01/2015	07/01/2015	D			140,475	02/01/2013	01/25/2022	Common Stock	140,475	$0.00	0⁽⁸⁾	D
Right to Buy (Common Stock	$14.28	07/01/2015	07/01/2015	D			84,000	03/15/2013	03/15/2023	Common Stock	84,000	$0.00	0⁽⁹⁾	D
Right to Buy (Common Stock	$14.28	07/01/2015	07/01/2015	D			180,000	⁽¹⁰⁾	02/15/2023	Common Stock	180,000	$0.00	0⁽¹¹⁾	D
Restricted Stock Unit	$0.001⁽¹²⁾	07/01/2015	07/01/2015	D			16,000	08/15/2013	02/13/2023	Common Stock	16,000	$0.00	0⁽¹³⁾	D
Right to Buy (Common Stock	$11.64	07/01/2015	07/01/2015	D			131,000	03/20/2014	02/20/2024	Common Stock	131,000	$0.00	0⁽¹⁴⁾	D
Restricted Stock Unit	$0.001⁽¹²⁾	07/01/2015	07/01/2015	D			36,750	08/20/2014	02/20/2024	Common Stock	36,750	$0.00	0⁽¹⁵⁾	D
Restricted Stock Unit	$0.001⁽¹²⁾	07/01/2015	07/01/2015	D			33,000	08/18/2015	02/18/2025	Common Stock	33,000	$0.00	0⁽¹⁶⁾	D
Right to Buy (Common Stock	$4.6	07/01/2015	07/01/2015	D			156,000	03/18/2015	02/18/2025	Common Stock	156,000	$0.00	0⁽¹⁷⁾	D

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 $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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. Pursuant to the terms of the Merger Agreement, this option was not assumed by Knowles and was cancelled for no consideration.

9. Pursuant to the terms of the Merger Agreement, this option was not assumed by Knowles and was cancelled for no consideration.

10. 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.

11. Pursuant to the terms of the Merger Agreement, this option was not assumed by Knowles and was cancelled for no consideration.

12. Represents par value of Issuer's common stock.

13. 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.

14. 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.

15. 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.

16. 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.

17. 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.

Remarks:

	/s/ Craig Factor Atty-in-Fact for Peter B. Santos	07/02/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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