X0306 4 2015-07-01 1 0001201663 AUDIENCE INC ADNC 0001178656 TALLWOOD II LP C/O TALLWOOD VENTURE CAPITAL 3000 SAND HILL ROAD, BLDG. 3, SUITE 240 MENLO PARK CA 94025 0 0 1 0 0001592611 Tallwood Partners, LLC C/O TALLWOOD VENTURE CAPITAL 3000 SAND HILL ROAD, BLDG. 3, SUITE 240 MENLO PARK CA 94025 0 0 1 0 0001444393 TALLWOOD II ANNEX LP C/O TALLWOOD VENTURE CAPITAL 3000 SAND HILL ROAD, BLDG. 3, SUITE 240 MENLO PARK CA 94025 0 0 1 0 0001212238 TALLWOOD II ASSOCIATES LP C/O TALLWOOD VENTURE CAPITAL 3000 SAND HILL ROAD, BLDG. 3, SUITE 240 MENLO PARK CA 94025 0 0 1 0 0001178433 TALLWOOD II PARTNERS LP C/O TALLWOOD VENTURE CAPITAL 3000 SAND HILL ROAD, BLDG. 3, SUITE 240 MENLO PARK CA 94025 0 0 1 0 0001550328 Tallwood II Management, LLC C/O TALLWOOD VENTURE CAPITAL 3000 SAND HILL ROAD, BLDG. 3, SUITE 240 MENLO PARK CA 94025 0 0 1 0 0001347680 TALLWOOD III L P C/O TALLWOOD VENTURE CAPITAL 3000 SAND HILL ROAD, BLDG. 3, SUITE 240 MENLO PARK CA 94025 0 0 1 0 0001357894 Tallwood III Associates LP C/O TALLWOOD VENTURE CAPITAL 3000 SAND HILL ROAD, BLDG. 3, SUITE 240 MENLO PARK CA 94025 0 0 1 0 0001347747 TALLWOOD III PARTNERS L P C/O TALLWOOD VENTURE CAPITAL 3000 SAND HILL ROAD, BLDG. 3, SUITE 240 MENLO PARK CA 94025 0 0 1 0 0001470833 Tallwood III Management LLC C/O TALLWOOD VENTURE CAPITAL 3000 SAND HILL ROAD, BLDG. 3, SUITE 240 MENLO PARK CA 94025 0 0 1 0 Common Stock 2015-07-01 2015-07-01 4 U 0 286234 2.51 D 0 I See footnote Common Stock 2015-07-01 2015-07-01 4 U 0 1437061 2.51 D 0 I See footnotes Common Stock 2015-07-01 2015-07-01 4 U 0 1133312 2.51 D 0 I See footnotes Common Stock 2015-07-01 2015-07-01 4 U 0 26222 2.51 D 0 I See footnotes Common Stock 2015-07-01 2015-07-01 4 U 0 595352 2.51 D 0 I See footnotes Common Stock 2015-07-01 2015-07-01 4 U 0 1042323 2.51 D 0 I See footnotes Common Stock 2015-07-01 2015-07-01 4 U 0 8075 2.51 D 0 I See footnotes Common Stock 2015-07-01 2015-07-01 4 U 0 131990 2.51 D 0 I See footnotes 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. 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. 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. The shares are held by Tallwood II, L.P. ("Tallwood II"). 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. The shares are held by Tallwood II Annex, L.P. ("Tallwood II Annex"). 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. The shares are held by Tallwood II Associates, L.P. ("Tallwood II Associates"). 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. The shares are held by Tallwood II Partners, L.P. ("Tallwood II Partners"). 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. 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. The shares are held by Tallwood III, L.P. ("Tallwood III"). 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. The shares are held by Tallwood III Associates, L.P. ("Tallwood III Associates"). 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. The shares are held by Tallwood III Partners, L.P. ("Tallwood III Partners"). 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. Tallwood Partners, LLC, /s/ Diosdado P. Banatao, Trustee 2015-07-01 Tallwood II, L.P., /s/ Natasha Shok, Authorized Signatory 2015-07-01 Tallwood II Annex, L.P., /s/ Natasha Shok, Authorized Signatory 2015-07-01 Tallwood II Associates, L.P., /s/ Natasha Shok, Authorized Signatory 2015-07-01 Tallwood II Partners, L.P., /s/ Natasha Shok, Authorized Signatory 2015-07-01 Tallwood II Management, LLC, /s/ Natasha Shok, Authorized Signatory 2015-07-01 Tallwood III, L.P., /s/ Natasha Shok, Authorized Signatory 2015-07-01 Tallwood III Associates, L.P., /s/ Natasha Shok, Authorized Signatory 2015-07-01 Tallwood III Partners, L.P., /s/ Natasha Shok, Authorized Signatory 2015-07-01 Tallwood III Management, LLC, /s/ Natasha Shok, Authorized Signatory 2015-07-01