SEC Form 4 · accession 0000899243-15-000143

AUDIENCE INC · ADNC

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

Reporting owner

Robert H Schoenfield

Officer — VP, Sales & Greater China

Period of report

Jul 1, 2015

Accepted (ET)

Jul 2, 2015 · 4:24 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	24,794	$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	$5.10	Jul 1, 2015	D	111,175	D	Mar 1, 2012	Mar 3, 2021	Common Stock	111,175	D
Right to Buy (Common Stock)^F2	$11.70	Jul 1, 2015	D	20,000	D	Sep 28, 2012	Oct 31, 2021	Common Stock	20,000	D
Right to Buy (Common Stock)^F2	$14.42	Jul 1, 2015	D	28,000	D	Mar 14, 2013	Feb 14, 2023	Common Stock	28,000	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
Right to Buy (Common Stock)^F5	$11.64	Jul 1, 2015	D	30,000	D	Mar 20, 2014	Feb 20, 2024	Common Stock	30,000	D
Restricted Stock Unit^F6,F3	$0.001	Jul 1, 2015	D	8,625	D	Aug 20, 2014	Feb 20, 2024	Common Stock	8,625	D
Restricted Stock Unit^F7,F3	$0.001	Jul 1, 2015	D	24,375	D	May 18, 2015	Nov 18, 2024	Common Stock	24,375	D
Restricted Stock Unit^F8,F3	$0.001	Jul 1, 2015	D	12,500	D	Aug 18, 2015	Feb 18, 2025	Common Stock	12,500	D
Right to Buy (Common Stock)^F9	$4.60	Jul 1, 2015	D	58,500	D	Mar 18, 2015	Feb 18, 2025	Common Stock	58,500	D
Restricted Stock Unit^F10,F3	$0.001	Jul 1, 2015	D	10,000	D	May 15, 2015	Mar 16, 2025	Common Stock	10,000	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 $62,232.94 and 3,274 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.
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 option was not assumed by Knowles and was cancelled for no consideration
F6Pursuant to the terms of the Merger Agreement, this restricted stock unit was assumed and exchanged for a restricted stock unit covering 2,283 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 6,452 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 3,309 shares of Knowles common stock.
F9Pursuant 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 $12,305.19 and (ii) 617 shares of Knowles common stock