SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Pavlov George

(Last)

(First)

(Middle)

C/O AUDIENCE, INC.

440 CLYDE AVE.

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AUDIENCE INC [ ADNC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/15/2012		C		385,950	A	⁽¹⁾	385,950	I	See Footnote⁽²⁾
Common Stock	05/15/2012		C		123,992	A	⁽¹⁾	509,942	I	See Footnote⁽²⁾
Common Stock	05/15/2012		C		389,554	A	⁽¹⁾	899,496	I	See Footnote⁽²⁾
Common Stock	05/15/2012		C		181,767	A	⁽¹⁾	1,081,263	I	See Footnote⁽²⁾
Common Stock	05/15/2012		C		355,798	A	⁽¹⁾	1,437,061	I	See Footnote⁽²⁾
Common Stock	05/15/2012		C		159,893	A	⁽¹⁾	159,893	I	See Footnote⁽³⁾
Common Stock	05/15/2012		C		51,368	A	⁽¹⁾	211,261	I	See Footnote⁽³⁾
Common Stock	05/15/2012		C		161,386	A	⁽¹⁾	372,647	I	See Footnote⁽³⁾
Common Stock	05/15/2012		C		75,303	A	⁽¹⁾	447,950	I	See Footnote⁽³⁾
Common Stock	05/15/2012		C		147,402	A	⁽¹⁾	595,352	I	See Footnote⁽³⁾
Common Stock	05/15/2012		C		5,513	A	⁽¹⁾	5,513	I	See Footnote⁽⁴⁾
Common Stock	05/15/2012		C		1,771	A	⁽¹⁾	7,284	I	See Footnote⁽⁴⁾
Common Stock	05/15/2012		C		5,565	A	⁽¹⁾	12,849	I	See Footnote⁽⁴⁾
Common Stock	05/15/2012		C		2,596	A	⁽¹⁾	15,445	I	See Footnote⁽⁴⁾
Common Stock	05/15/2012		C		5,082	A	⁽¹⁾	20,527	I	See Footnote⁽⁴⁾
Common Stock	05/15/2012		C		5,695	A	⁽¹⁾	26,222	I	See Footnote⁽⁴⁾
Common Stock	05/15/2012		C		1,133,312	A	⁽¹⁾	1,133,312	I	See Footnote⁽⁵⁾
Common Stock	05/15/2012		C		1,042,323	A	⁽¹⁾	1,042,323	I	See Footnote⁽⁶⁾
Common Stock	05/15/2012		C		286,234	A	⁽¹⁾	286,234	I	See Footnote⁽⁷⁾
Common Stock	05/15/2012		C		131,990	A	⁽¹⁾	131,990	I	See Footnote⁽⁸⁾
Common Stock	05/15/2012		C		8,075	A	⁽¹⁾	8,075	I	See Footnote⁽⁹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series AA Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			385,950	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	385,950	⁽¹⁾	0	I	See Footnote⁽²⁾
Series AA Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			159,893	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	159,893	⁽¹⁾	0	I	See Footnote⁽³⁾
Series AA Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			5,513	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	5,513	⁽¹⁾	0	I	See Footnote⁽⁴⁾
Series AA-1 Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			123,992	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	123,992	⁽¹⁾	0	I	See Footnote⁽²⁾
Series AA-1 Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			51,368	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	51,368	⁽¹⁾	0	I	See Footnote⁽³⁾
Series AA-1 Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			1,771	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	1,771	⁽¹⁾	0	I	See Footnote⁽⁴⁾
Series B Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			389,554	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	389,554	⁽¹⁾	0	I	See Footnote⁽²⁾
Series B Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			161,386	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	161,386	⁽¹⁾	0	I	See Footnote⁽³⁾
Series B Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			5,565	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	5,565	⁽¹⁾	0	I	See Footnote⁽⁴⁾
Series B-1 Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			181,767	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	181,767	⁽¹⁾	0	I	See Footnote⁽²⁾
Series B-1 Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			75,303	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	75,303	⁽¹⁾	0	I	See Footnote⁽³⁾
Series B-1 Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			2,596	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	2,596	⁽¹⁾	0	I	See Footnote⁽⁴⁾
Series C Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			355,798	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	355,798	⁽¹⁾	0	I	See Footnote⁽²⁾
Series C Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			147,402	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	147,402	⁽¹⁾	0	I	See Footnote⁽³⁾
Series C Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			5,082	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	5,082	⁽¹⁾	0	I	See Footnote⁽⁴⁾
Series D Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			5,695	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	5,695	⁽¹⁾	0	I	See Footnote⁽⁴⁾
Series D Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			1,133,312	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	1,133,312	⁽¹⁾	0	I	See Footnote⁽⁵⁾
Series E Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			1,042,323	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	1,042,323	⁽¹⁾	0	I	See Footnote⁽⁶⁾
Series E Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			286,234	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	286,234	⁽¹⁾	0	I	See Footnote⁽⁷⁾
Series E Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			131,990	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	131,990	⁽¹⁾	0	I	See Footnote⁽⁸⁾
Series E Preferred Stock⁽¹⁾	⁽¹⁾	05/15/2012		C			8,075	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	8,075	⁽¹⁾	0	I	See Footnote⁽⁹⁾

Explanation of Responses:

1. Each share of Series AA, Series AA-1, Series B, Series B-1, Series C, Series D and Series E Preferred Stock automatically converted into one share of common stock immediately prior to the consummation of the Issuer's initial public offering.

2. The shares are held by Tallwood II, L.P. ("Tallwood II"). Tallwood II Management, LLC ("Tallwood II Management") is the general partner of Tallwood II. The reporting person is a managing member of Tallwood II Management and shares voting and investment power over the shares held by Tallwood II. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

3. The shares are held by Tallwood II Partners, L.P. ("Tallwood II Partners"). Tallwood II Management is the general partner of Tallwood II Partners. The reporting person is a managing member of Tallwood II Management and shares voting and investment power over the shares held by Tallwood II Partners. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

4. The shares are held by Tallwood II Associates, L.P. ("Tallwood II Associates"). Tallwood II Management is the general partner of Tallwood II Associates. The reporting person is a managing member of Tallwood II Management and shares voting and investment power over the shares held by Tallwood II Associates. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

5. The shares are held by Tallwood II Annex, L.P. ("Tallwood II Annex"). Tallwood II Management is the general partner of Tallwood II Annex. The reporting person is a managing member of Tallwood II Management and shares voting and investment power over the shares held by Tallwood II Annex. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

6. The shares are held by Tallwood III, L.P. ("Tallwood III"). Tallwood III Management, LLC ("Tallwood III Management") is the general partner of Tallwood III. The reporting person is a managing member of Tallwood III Management and shares voting and investment power over the shares held by Tallwood III. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

7. The shares are held by Tallwood I, L.P. ("Tallwood I"). Tallwood Management Co., LLC ("Tallwood Management") is the general partner of Tallwood I. The reporting person is a managing member of Tallwood Management and shares voting and investment power over the shares held by Tallwood I. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

8. The shares are held by Tallwood III Partners, L.P. ("Tallwood III Partners"). Tallwood III Management is the general partner of Tallwood III Partners. The reporting person is a managing member of Tallwood III Management and shares voting and investment power over the shares held by Tallwood III Partners. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

9. The shares are held by Tallwood III Associates, L.P. ("Tallwood III Associates"). Tallwood III Management is the general partner of Tallwood III Associates. The reporting person is a managing member of Tallwood III Management and shares voting and investment power over the shares held by Tallwood III Associates. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

10. The securities are immediately convertible.

11. The expiration date is not relevant to the conversion of these securities.

	/s/ George A. Pavlov	05/17/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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