X0306 4 2013-02-15 0 0001201663 AUDIENCE INC ADNC 0001237289 SANDELL SCOTT D 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 Common Stock 2013-02-15 4 J 0 1400000 0 D 2878005 I See Note 2 Common Stock 2013-02-15 4 J 0 14000 0 A 14000 I See Note 4 Common Stock 2013-02-15 4 J 0 14000 0 D 0 I See Note 4 Common Stock 2013-02-15 4 J 0 1021 0 A 1021 I See Note 7 Common Stock 2013-02-15 4 J 0 2792 0 A 2792 I See Note 9 New Enterprise Associates 11, Limited Partnership ("NEA 11") made a pro rata distribution for no consideration of an aggregate of 1,400,000 shares of Common Stock of the Issuer to its general partner and its limited partners on February 15, 2013. The Reporting Person is a manager of NEA 11 GP, LLC, ("NEA 11 LLC") which is the sole general partner of NEA Partners 11, Limited Partnership ("NEA Partners 11"). NEA Partners 11 is the sole general partner of NEA 11, the direct beneficial owner of the shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934 (the "1934 Act"), as amended, or otherwise of the shares held by NEA 11, except to the extent of his pecuniary interest therein. NEA Partners 11 received 14,000 shares of Common Stock of the Issuer in the distribution by NEA 11 on February 15, 2013. The Reporting Person is a manager of NEA 11 LLC, which is the sole general partner of NEA Partners 11. The Reporting Person disclaims beneficial ownership with the meaning of Section 16 of the 1934 Act, as amended, or otherwise of the shares held by NEA Partners 11, except to the extent of his pecuniary interest therein. NEA Partners 11 made a pro rata distribution for no consideration of an aggregate of 14,000 shares of Common Stock of the Issuer to its limited partners on February 15, 2013. The Sandell Family Trust, u/d/t 3/30/01, Scott D. Sandell and Jennifer Ayer Sandell, Trustees (the "Sandell Family Trust") received 1,021 shares of Common Stock of the Issuer in the distribution by NEA Partners 11 on February 15, 2013. The securities are held directly by the Sandell Family Trust. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, of the securities held by the Sandell Family Trust, except to the extent of his pecuniary interest therein. New Enterprise Associates, LLC ("NEA LLC") received 2,792 shares of Common Stock of the Issuer in the distribution by NEA Partners 11. The Reporting Person is a member of the Board of Directors of NEA LLC, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, or otherwise of the securities held by NEA LLC, except to the extent of his pecuniary interest therein. /s/ Louis Citron, attorney-in-fact 2013-02-20