SEC Form 4 · accession 0000899243-15-000144
AUDIENCE INC · ADNC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Steele
Officer — VP Engineering
Period of report
Jul 1, 2015
Accepted (ET)
Jul 2, 2015 · 4:28 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 | 5,518 | $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 | 50,574 | D | Jul 11, 2015 | Jul 10, 2024 | Common Stock | 50,574 | 0 | D |
| Restricted Stock UnitF4,F2 | $0.001 | Jul 1, 2015 | D | 18,966 | D | Jul 11, 2015 | Jul 10, 2024 | Common Stock | 18,966 | 0 | D |
| Restricted Stock UnitF5,F2 | $0.001 | Jul 1, 2015 | D | 10,000 | D | Aug 24, 2015 | Aug 24, 2014 | Common Stock | 10,000 | 0 | D |
| Restricted Stock UnitF6,F2 | $0.001 | Jul 1, 2015 | D | 20,000 | D | Sep 16, 2015 | Mar 16, 2025 | Common Stock | 20,000 | 0 | D |
| Right to Buy (Common Stock)F7 | $4.63 | Jul 1, 2015 | D | 110,000 | D | Apr 16, 2015 | Mar 16, 2025 | Common Stock | 110,000 | 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 $13,850.18 and 728 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.
- 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 13,387 shares of Knowles common stock.
- F4Pursuant to the terms of the Merger Agreement, this restricted stock unit was assumed and exchanged for a restricted stock unit covering 5,020 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 2,647 shares of Knowles common stock.
- F6Pursuant to the terms of the Merger Agreement, this restricted stock unit was assumed and exchanged for a restricted stock unit covering 5,294 shares of Knowles common stock.
- F7Pursuant to the terms of the Merger Agreement, this option was assumed by Knowles and exchanged for an option covering 29,117 shares of Knowles common stock.