SEC Form 4 · accession 0000899243-15-000124
AUDIENCE INC · ADNC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter B Santos
Officer — President and CEO · Director
Period of report
Jul 1, 2015
Accepted (ET)
Jul 2, 2015 · 4:06 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 | 20,428 | $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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Right to Buy (Common StockF2 | $0.60 | Jul 1, 2015 | D | 24,412 | D | Oct 28, 2006 | Oct 17, 2015 | Common Stock | 24,412 | 0 | D |
| Right to Buy (Common StockF3 | $0.75 | Jul 1, 2015 | D | 161,009 | D | Jun 21, 2007 | Jul 13, 2016 | Common Stock | 161,009 | 0 | D |
| Right to Buy (Common StockF4 | $0.90 | Jul 1, 2015 | D | 112,355 | D | Jun 21, 2007 | Jul 13, 2016 | Common Stock | 112,355 | 0 | D |
| Right to Buy (Common StockF5 | $2.40 | Jul 1, 2015 | D | 100,246 | D | May 7, 2009 | Apr 7, 2019 | Common Stock | 100,246 | 0 | D |
| Right to Buy (Common StockF6 | $2.70 | Jul 1, 2015 | D | 132,350 | D | Sep 3, 2011 | Aug 3, 2020 | Common Stock | 132,350 | 0 | D |
| Right to Buy (Common StockF7 | $2.70 | Jul 1, 2015 | D | 59,449 | D | Sep 3, 2011 | Aug 3, 2020 | Common Stock | 59,449 | 0 | D |
| Right to Buy (Common StockF8 | $13.80 | Jul 1, 2015 | D | 140,475 | D | Feb 1, 2013 | Jan 25, 2022 | Common Stock | 140,475 | 0 | D |
| Right to Buy (Common StockF9 | $14.28 | Jul 1, 2015 | D | 84,000 | D | Mar 15, 2013 | Mar 15, 2023 | Common Stock | 84,000 | 0 | D |
| Right to Buy (Common StockF11,F10 | $14.28 | Jul 1, 2015 | D | 180,000 | D | — | Feb 15, 2023 | Common Stock | 180,000 | 0 | D |
| Restricted Stock UnitF13,F12 | $0.001 | Jul 1, 2015 | D | 16,000 | D | Aug 15, 2013 | Feb 13, 2023 | Common Stock | 16,000 | 0 | D |
| Right to Buy (Common StockF14 | $11.64 | Jul 1, 2015 | D | 131,000 | D | Mar 20, 2014 | Feb 20, 2024 | Common Stock | 131,000 | 0 | D |
| Restricted Stock UnitF15,F12 | $0.001 | Jul 1, 2015 | D | 36,750 | D | Aug 20, 2014 | Feb 20, 2024 | Common Stock | 36,750 | 0 | D |
| Restricted Stock UnitF16,F12 | $0.001 | Jul 1, 2015 | D | 33,000 | D | Aug 18, 2015 | Feb 18, 2025 | Common Stock | 33,000 | 0 | D |
| Right to Buy (Common StockF17 | $4.60 | Jul 1, 2015 | D | 156,000 | D | Mar 18, 2015 | Feb 18, 2025 | Common Stock | 156,000 | 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 $51,274.28 and 2,697 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.
- F1075% of the shares subject to this option vests upon the achievement of certain pricing thresholds on the Issuer's common stock and 25% of the shares subject to the option vest monthly over a 12 month period following the achievement of such pricing thresholds.
- F11Pursuant to the terms of the Merger Agreement, this option was not assumed by Knowles and was cancelled for no consideration.
- F12Represents par value of Issuer's common stock.
- F13Pursuant to the terms of the Merger Agreement, this restricted stock unit was assumed and exchanged for a restricted stock unit covering 4,235 shares of Knowles common stock.
- F14Pursuant to the terms of the Merger Agreement, dated April 29, 2015, this option was not assumed by Knowles and was cancelled for no consideration.
- F15Pursuant to the terms of the Merger Agreement, this restricted stock unit was assumed and exchanged for a restricted stock unit covering 9,728 shares of Knowles common stock.
- F16Pursuant to the terms of the Merger Agreement, this restricted stock unit was assumed and exchanged for a restricted stock unit covering 8,735 shares of Knowles common stock.
- F17Pursuant 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 $30,430.68, and (ii) 1,524 shares of Knowles common stock.
- F2Pursuant 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 $53,952.51, and (ii) 2,837 shares of Knowles common stock.
- F3Pursuant 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 $343,757.42, and (ii) 18,074 shares of Knowles common stock.
- F4Pursuant 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 $231,457.74, and (ii) 12,167 shares of Knowles common stock.
- F5Pursuant 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 $131,327.94, and (ii) 6,884 shares of Knowles common stock.
- F6Pursuant 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 $153,531.30, and (ii) 8,040 shares of Knowles common stock.
- F7Pursuant 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 $68,970.96, and (ii) 3,611 shares of Knowles common stock.
- F8Pursuant to the terms of the Merger Agreement, this option was not assumed by Knowles and was cancelled for no consideration.
- F9Pursuant to the terms of the Merger Agreement, this option was not assumed by Knowles and was cancelled for no consideration.