SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* RANDOM HOUSE INC (Last) (First) (Middle) 1745 BROADWAY (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/04/2003	3. Issuer Name and Ticker or Trading Symbol AUDIBLE INC [ ADBL.OB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	169,780	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Purchase Warrant	(2)	05/05/2007	Common Stock	878,333(2)	(3)	D(1)
Performance Based Common Stock Purchase Warrant	(4)	05/05/2007	Common Stock	(4)	(4)	D(1)
Series B Preferred Stock	03/25/2002	08/08/1988(5)	Common Stock	1,250,000(6)	(6)	D(7)
Series C Preferred Stock	08/04/2003	08/08/1988(5)	Common Stock	1,851,850(8)	(8)	D(1)
Series C Preferred Stock	08/04/2003	08/08/1988(5)	Common Stock	1,851,850(8)	(8)	D(9)

1. Name and Address of Reporting Person* RANDOM HOUSE INC (Last) (First) (Middle) 1745 BROADWAY (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RANDOM HOUSE VENTURES LLC (Last) (First) (Middle) 1745 BROADWAY (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BERTELSMANN INC (Last) (First) (Middle) 1540 BROADWAY (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BERTELSMANN MULTIMEDIA INC (Last) (First) (Middle) 1540 BROADWAY (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The shares are held by Random House Ventures L.L.C. Random House, Inc. is the sole member of Random House Ventures L.L.C. and is a wholly-owned direct subsidiary of Bertelsmann, Inc.

2. 383,446 shares vested and became exercisable on May 5, 2000; 323,470 shares vested and became exercisable on May 5, 2002, and 117,801 shares vested and became exercisable on May 5, 2003. The remaining 53,616 shares will vest and become exercisable on May 5, 2004.

3. The first 600,000 shares are exercisable at $5.89 per share; the next 50,000 shares are exercisable at $8.00 per share; the next 50,000 shares are exercisable at $10.00 per share; the next 50,000 shares are exercisable at $12.00 per share; the next 50,000 shares are exercisable at $20.00 per share; the next 33,333 shares are exercisable at $30.00 per share; the next 25,000 shares are exercisable at $40.00 per share; and the final 20,000 shares are exercisable at $50.000 per share.

4. Performance Based Warrant shares become exercisable at the end of Audible's fiscal years 2002, 2003 and 2004, in amounts equal in value to $500,000, $1,000,000 and $1,500,000, respectively, based on exercise prices equal to the average closing price of Audible's Common Stock for the five trading days prior to the last day of the then current fiscal year. The Performance Based Warrant is exercisable only upon the attaining of certain revenue targets by a joint venture between the Issuer and Random House, Inc. As of the date of the filing of this Form 3, none of the Performance Based Warrant shares have become exercisable.

5. Expiration Date not applicable.

6. Represents 1,250,000 shares of Series B Preferred Stock. Each share of Series B Preferred Stock is convertible at any time at the option of the holder into a number of fully paid and nonassessable shares of Common Stock equal to the quotient of (x) $0.56 divided by (y) the conversion price in effect at the time of conversion. The conversion price per share of Series C Stock at the time of initial issuance was $0.56 and is subject to adjustment for anti-dilution protection as provided in the Series B Certificate of Designation.

7. The shares are held by Random House, Inc., a wholly-owned direct subsidiary of Bertelsmann, Inc.

8. Represents 185,185 shares of Series C Preferred Stock. Each share of Series C Preferred Stock is convertible at any time at the option of the holder into a number of fully paid and nonassessable shares of Common Stock equal to the quotient of (x) $5.40 divided by (y) the conversion price in effect at the time of conversion. The conversion price per share of Series C Preferred Stock at the time of initial issuance was $0.54 and is subject to adjustment for anti-dilution protection as provided in the Series C Certificate of Designation. Such Certificate of Designation also states that the holders of the Series C Preferred Stock shall be entitled to receive dividends, which shall accrue and compound semi-annually until August 4, 2007. In the event of the conversion of shares of Series Preferred C Stock, all such accrued and unpaid dividends shall be converted into shares of Common Stock at the then applicable conversion price.

9. The shares are held by Bertelsmann Multimedia, Inc., a wholly-owned direct subsidiary of Bertelsmann, Inc.

	Richard Sarnoff, Executive Vice President, on behalf of Random House, Inc.	12/20/2003
	Richard Sarnoff, President, on behalf of Random House Ventures L.L.C.	12/20/2003
	Robert J. Sorrentino, President, on behalf of Bertelsmann, Inc.	12/20/2003
	Robert J. Sorrentino, President, on behalf of Bertelsmann Multimedia, Inc.	12/20/2003
	** Signature of Reporting Person	Date
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