X0306 4 2015-07-01 1 0001201663 AUDIENCE INC ADNC 0001636754 Steele James C/O AUDIENCE, INC. 331 FAIRCHILD DRIVE MOUNTAIN VIEW CA 94043 0 1 0 0 VP Engineering Common Stock 2015-07-01 2015-07-01 4 U 0 5518 2.51 D 0 D Restricted Stock Unit 0.001 2015-07-01 2015-07-01 4 D 0 50574 0.00 D 2015-07-11 2024-07-10 Common Stock 50574 0 D Restricted Stock Unit 0.001 2015-07-01 2015-07-01 4 D 0 18966 0.00 D 2015-07-11 2024-07-10 Common Stock 18966 0 D Restricted Stock Unit 0.001 2015-07-01 2015-07-01 4 D 0 10000 0.00 D 2015-08-24 2014-08-24 Common Stock 10000 0 D Restricted Stock Unit 0.001 2015-07-01 2015-07-01 4 D 0 20000 0.00 D 2015-09-16 2025-03-16 Common Stock 20000 0 D Right to Buy (Common Stock) 4.63 2015-07-01 2015-07-01 4 D 0 110000 0.00 D 2015-04-16 2025-03-16 Common Stock 110000 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 $13,850.18 and 728 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. 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 13,387 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 5,020 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. Pursuant to the terms of the Merger Agreement, this restricted stock unit was assumed and exchanged for a restricted stock unit covering 5,294 shares of Knowles common stock. Pursuant to the terms of the Merger Agreement, this option was assumed by Knowles and exchanged for an option covering 29,117 shares of Knowles common stock. /s/ Craig Factor Atty-in-Fact for James Steele 2015-07-02