SEC Form 4 · accession 0000899243-15-000133

AUDIENCE INC · ADNC

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

Reporting owner

Director

Period of report

Jul 1, 2015

Accepted (ET)

Jul 2, 2015 · 4:16 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	4,613	$2.51	D	0	D
Common Stock^F2	Jul 1, 2015	U	4,374,335	$2.51	D	0	I	See footnote

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy)^F3	$13.80	Jul 1, 2015	D	14,132	D	Jan 1, 2012	Jan 25, 2022	Common Stock	14,132	D
Stock Option (Right to Buy)^F3	$13.80	Jul 1, 2015	D	8,079	D	May 1, 2012	Jan 25, 2022	Common Stock	8,079	D
Stock Option (Right to Buy)^F3	$10.08	Jul 1, 2015	D	10,650	D	Jun 6, 2013	Aug 16, 2023	Common Stock	10,650	D
Stock Option (Right to Buy)^F3	$8.67	Jul 1, 2015	D	15,054	D	Jun 6, 2014	Aug 26, 2024	Common Stock	15,054	D

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 $11,578.63 and 609 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.
F2Consists of 1,042,323 shares held directly by Tallwood III, L.P., 8,075 shares held directly by Tallwood III Associates, L.P., 131,990 shares held directly by Tallwood III Partners, L.P., 1,437,061 shares held directly by Tallwood II, LP, 1,133,312 shares held directly by Tallwood II Annex, L.P., 26,222 shares held directly by Tallwood II Associates, L.P. and 595,352 shares held directly by Tallwood II Partners, L.P. The reporting person is a managing member of the general partners of each of these funds, and shares voting and investment control over these shares. The reporting person disclaims beneficial ownership of all applicable shares except to the extent of his pecuniary interest therein.
F3Pursuant 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.