X0306 4 2015-07-01 1 0001201663 AUDIENCE INC ADNC 0001470798 Pavlov George C/O AUDIENCE, INC. 331 FAIRCHILD DRIVE MOUNTAIN VIEW CA 94043 1 0 0 0 Common Stock 2015-07-01 2015-07-01 4 U 0 4613 2.51 D 0 D Common Stock 2015-07-01 2015-07-01 4 U 0 4374335 2.51 D 0 I See footnote Stock Option (Right to Buy) 13.80 2015-07-01 2015-07-01 4 D 0 14132 D 2012-01-01 2022-01-25 Common Stock 14132 0 D Stock Option (Right to Buy) 13.80 2015-07-01 2015-07-01 4 D 0 8079 D 2012-05-01 2022-01-25 Common Stock 8079 0 D Stock Option (Right to Buy) 10.08 2015-07-01 2015-07-01 4 D 0 10650 D 2013-06-06 2023-08-16 Common Stock 10650 0 D Stock Option (Right to Buy) 8.67 2015-07-01 2015-07-01 4 D 0 15054 D 2014-06-06 2024-08-26 Common Stock 15054 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 $11,578.63 and 609 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. Consists of 1,042,323 shares held directly by Tallwood III, L.P., 8,075 shares held directly by Tallwood III Associates, L.P., 131,990 shares held directly by Tallwood III Partners, L.P., 1,437,061 shares held directly by Tallwood II, LP, 1,133,312 shares held directly by Tallwood II Annex, L.P., 26,222 shares held directly by Tallwood II Associates, L.P. and 595,352 shares held directly by Tallwood II Partners, L.P. The reporting person is a managing member of the general partners of each of these funds, and shares voting and investment control over these shares. The reporting person disclaims beneficial ownership of all applicable shares except to the extent of his pecuniary interest therein. Pursuant to the terms of a merger agreement dated April 29, 2015 between the Issuer, Knowles and Orange Subsidiary, Inc. (the "Merger Agreement"), this option was not assumed by Knowles and was cancelled for no consideration. /s/ Craig Factor Atty-in-Fact for George Pavlov 2015-07-02