SEC Form 4 · accession 0000899243-15-000117
AUDIENCE INC · ADNC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Craig H Factor
Officer — VP and General Counsel
Period of report
Jul 1, 2015
Accepted (ET)
Jul 2, 2015 · 4:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001201663
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jul 1, 2015 | U | 15,384 | $2.51 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F2 | $7.17 | Jul 1, 2015 | D | 85,000 | D | Sep 12, 2013 | Sep 17, 2022 | Common stock | 85,000 | 0 | D |
| Stock Option (Right to Buy)F2 | $14.42 | Jul 1, 2015 | D | 22,000 | D | Sep 12, 2013 | Feb 14, 2023 | Common stock | 22,000 | 0 | D |
| Restricted Stock UnitF4,F3 | $0.001 | Jul 1, 2015 | D | 4,500 | D | Sep 12, 2013 | Sep 12, 2023 | Common stock | 4,500 | 0 | D |
| Stock Option (Right to Buy)F2 | $11.64 | Jul 1, 2015 | D | 34,000 | D | Mar 20, 2014 | Feb 20, 2024 | Common stock | 34,000 | 0 | D |
| Restricted Stock UnitF5,F3 | $0.001 | Jul 1, 2015 | D | 9,000 | D | Aug 20, 2014 | Feb 20, 2024 | Common stock | 9,000 | 0 | D |
| Restricted Stock UnitF6,F3 | $0.001 | Jul 1, 2015 | D | 15,000 | D | May 8, 2015 | Nov 8, 2024 | Common stock | 15,000 | 0 | D |
| Restricted Stock UnitF7,F3 | $0.001 | Jul 1, 2015 | D | 10,000 | D | Aug 18, 2015 | Feb 18, 2025 | Common stock | 10,000 | 0 | D |
| Stock Option (Right to Buy)F8 | $4.60 | Jul 1, 2015 | D | 46,700 | D | Mar 18, 2015 | Feb 18, 2025 | Common stock | 46,700 | 0 | D |
| Restricted Stock UnitF9,F3 | $0.001 | Jul 1, 2015 | D | 10,000 | D | May 15, 2015 | Mar 16, 2025 | Common stock | 10,000 | 0 | D |
Explanation of responses
- F1In 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 $38,613.84 and 2,031 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.
- F2Pursuant 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.
- F3Represents par value of Issuer's common stock.
- F4Pursuant to the terms of the Merger Agreement, this restricted stock unit was assumed and exchanged for a restricted stock unit covering 1,191 shares of Knowles common stock.
- F5Pursuant to the terms of the Merger Agreement, this restricted stock unit was assumed and exchanged for a restricted stock unit covering 2,382 shares of Knowles common stock.
- F6Pursuant to the terms of the Merger Agreement, this restricted stock unit was assumed and exchanged for a restricted stock unit covering 3,970 shares of Knowles common stock.
- F7Pursuant 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.
- F8Pursuant to the terms of the Merger Agreement, this restricted stock unit was not assumed by Knowles and was cancelled in exchange for (i) a cash payment to the Reporting Person of $9,814.51 and (ii) 493 shares of Knowles common stock.
- F9Pursuant 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.