SEC Form 4 · accession 0000899243-15-000129

AUDIENCE INC · ADNC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Kevin S. Palatnik

Officer — Chief Financial Officer

Period of report

Jul 1, 2015

Accepted (ET)

Jul 2, 2015 · 4:10 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 Stock^F1	Jul 1, 2015	U	159,470	$2.51	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Right to Buy (Common Stock)^F2	$11.70	Jul 1, 2015	D	190,184	D	Aug 10, 2012	Oct 31, 2021	Common Stock	190,184	D
Right to Buy (Common Stock)^F2	$14.42	Jul 1, 2015	D	33,000	D	Mar 14, 2013	Feb 14, 2023	Common Stock	33,000	D
Restricted Stock Unit^F4,F3	$0.001	Jul 1, 2015	D	6,000	D	Aug 14, 2013	Feb 14, 2023	Common Stock	6,000	D
Restricted Stock Unit^F5,F3	$0.001	Jul 1, 2015	D	14,400	D	Aug 20, 2014	Feb 14, 2024	Common Stock	14,400	D
Right to Buy (Common Stock)^F6	$11.64	Jul 1, 2015	D	51,500	D	Mar 20, 2014	Feb 20, 2024	Common Stock	51,500	D
Restricted Stock Unit^F7,F3	$0.001	Jul 1, 2015	D	31,875	D	May 8, 2014	Nov 8, 2024	Common Stock	31,875	D
Restricted Stock Unit^F8,F3	$0.001	Jul 1, 2015	D	16,500	D	Aug 18, 2015	Feb 18, 2025	Common Stock	16,500	D
Right to Buy (Common Stock)^F9	$4.60	Jul 1, 2015	D	78,000	D	Mar 18, 2015	Feb 18, 2025	Common Stock	78,000	D
Restricted Stock Unit^F10,F3	$0.001	Jul 1, 2015	D	12,500	D	May 15, 2015	Mar 16, 2025	Common Stock	12,500	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 $400,269.70 and 21,061 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.
F10Pursuant 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.
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 1,588 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 3,812 shares of Knowles common stock.
F6Pursuant to the terms of a the Merger Agreement, this option was not assumed by Knowles and was cancelled for no consideration.
F7Pursuant to the terms of the Merger Agreement, this restricted stock unit was assumed and exchanged for a restricted stock unit covering 8,437 shares of Knowles common stock.
F8Pursuant to the terms of the Merger Agreement, this restricted stock unit was assumed and exchanged for a restricted stock unit covering 4,367 shares of Knowles common stock.
F9Pursuant to the terms of the Merger Agreement, this option was not assumed by Knowls and was cancelled in exchange for (i) a cash payment to the Reporting Person of $16,400.61 and (ii) 823 shares of Knowles common stock.