X0306 4 2015-07-01 1 0001201663 AUDIENCE INC ADNC 0001548385 Schoenfield Robert H C/O AUDIENCE, INC. 331 FAIRCHILD DR. MOUNTAIN VIEW CA 94043 0 1 0 0 VP, Sales & Greater China Common Stock 2015-07-01 2015-07-01 4 U 0 24794 2.51 D 0 D Right to Buy (Common Stock) 5.10 2015-07-01 2015-07-01 4 D 0 111175 0.00 D 2012-03-01 2021-03-03 Common Stock 111175 0 D Right to Buy (Common Stock) 11.70 2015-07-01 2015-07-01 4 D 0 20000 0.00 D 2012-09-28 2021-10-31 Common Stock 20000 0 D Right to Buy (Common Stock) 14.42 2015-07-01 2015-07-01 4 D 0 28000 0.00 D 2013-03-14 2023-02-14 Common Stock 28000 0 D Restricted Stock Unit 0.001 2015-07-01 2015-07-01 4 D 0 6000 0.00 D 2013-08-14 2023-02-14 Common Stock 6000 0 D Right to Buy (Common Stock) 11.64 2015-07-01 2015-07-01 4 D 0 30000 0.00 D 2014-03-20 2024-02-20 Common Stock 30000 0 D Restricted Stock Unit 0.001 2015-07-01 2015-07-01 4 D 0 8625 0.00 D 2014-08-20 2024-02-20 Common Stock 8625 0 D Restricted Stock Unit 0.001 2015-07-01 2015-07-01 4 D 0 24375 0.00 D 2015-05-18 2024-11-18 Common Stock 24375 0 D Restricted Stock Unit 0.001 2015-07-01 2015-07-01 4 D 0 12500 0.00 D 2015-08-18 2025-02-18 Common Stock 12500 0 D Right to Buy (Common Stock) 4.60 2015-07-01 2015-07-01 4 D 0 58500 0.00 D 2015-03-18 2025-02-18 Common Stock 58500 0 D Restricted Stock Unit 0.001 2015-07-01 2015-07-01 4 D 0 10000 0.00 D 2015-05-15 2025-03-16 Common Stock 10000 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 $62,232.94 and 3,274 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 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. 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 1,588 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 restricted stock unit was assumed and exchanged for a restricted stock unit covering 2,283 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 6,452 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 3,309 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 $12,305.19 and (ii) 617 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 2,647 shares of Knowles common stock. /s/ Craig Factor Atty-in-Fact for Robert H. Schoenfield 2015-07-02