SEC Form 4 · accession 0000899243-15-000131
AUDIENCE INC · ADNC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephanie Susan Kaplan
Officer — VP Operations
Period of report
Jul 1, 2015
Accepted (ET)
Jul 2, 2015 · 4:14 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 | 8,011 | $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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF3,F2 | $0.001 | Jul 1, 2015 | D | 23,000 | D | Aug 20, 2015 | Aug 20, 2024 | Common Stock | 23,000 | 0 | D |
| Right to Buy (Common Stock)F4 | $8.52 | Jul 1, 2015 | D | 60,000 | D | Aug 20, 2015 | Aug 20, 2024 | Common stock | 60,000 | 0 | D |
| Restricted Stock UnitF5,F2 | $0.001 | Jul 1, 2015 | D | 9,375 | D | May 8, 2015 | Nov 8, 2024 | Common Stock | 9,375 | 0 | D |
| Right to Buy (Common Stock)F6 | $4.05 | Jul 1, 2015 | D | 10,000 | D | Feb 15, 2015 | Jan 14, 2025 | Common stock | 10,000 | 0 | D |
| Restricted Stock UnitF7,F2 | $0.001 | Jul 1, 2015 | D | 5,000 | D | Jul 15, 2015 | Jan 15, 2025 | Common Stock | 5,000 | 0 | D |
| Right to Buy (Common Stock)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,F2 | $0.001 | Jul 1, 2015 | D | 10,000 | D | Aug 18, 2015 | Feb 18, 2025 | Common Stock | 10,000 | 0 | D |
| Restricted Stock UnitF10,F2 | $0.001 | Jul 1, 2015 | D | 10,000 | D | May 15, 2015 | Mar 12, 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 $20,107.61 and 1,058 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 2,647 shares of Knowles common stock.
- F2Represents par value of Issuer's common stock.
- F3Pursuant to the terms of the Merger Agreement, this restricted stock unit was assumed and exchanged for a restricted stock unit covering 6,088 shares of Knowles common stock.
- F4Pursuant 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.
- F5Pursuant to the terms of the Merger Agreement, this restricted stock unit was assumed and exchanged for a restricted stock unit covering 2,482 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 $4,867.50 and (ii) 250 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 1,323 shares of Knowles common stock.
- F8Pursuant 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 $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.