SC 13G/A

0001193125-14-054614.txt : 20140214 0001193125-14-054614.hdr.sgml : 20140214 20140214154203 ACCESSION NUMBER: 0001193125-14-054614 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 GROUP MEMBERS: VULCAN CAPITAL VENTURE CAPITAL I LLC, VCVC I GROUP MEMBERS: VULCAN CAPITAL VENTURE CAPITAL MANAGEMENT I LLC GROUP MEMBERS: VULCAN VENTURES INCORPORATED, VVI SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AUDIENCE INC CENTRAL INDEX KEY: 0001201663 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 912061537 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87068 FILM NUMBER: 14615921 BUSINESS ADDRESS: STREET 1: 331 FAIRCHILD DRIVE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-254-2800 MAIL ADDRESS: STREET 1: 331 FAIRCHILD DRIVE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALLEN PAUL G CENTRAL INDEX KEY: 0000904057 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 505 FIFTH AVENUE SOUTH STREET 2: SUITE 900 CITY: SEATTLE STATE: WA ZIP: 98104-3891 SC 13G/A 1 d676051dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Amendment No. 1

Audience, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

05070J102

(CUSIP Number)

December 31, 2013

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 05070J102		13G—AMENDMENT NO. 1		Page 2 of 9 Pages


1	NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Paul G. Allen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x(1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 3,574,041 (2)
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 3,574,041 (2)
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,574,041 (2)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 16.3% *
12	TYPE OF REPORTING PERSON IN

(1)

This Schedule 13G is filed by Paul G. Allen, Vulcan Ventures Incorporated (“VVI”), Vulcan Capital Venture Capital I LLC (“VCVC I”) and Vulcan Capital Venture Capital Management I LLC (“VCVC Management” and together with Paul G. Allen, VVI and VCVC I, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Mr. Allen has sole voting and dispositive power over the aggregate 3,574,041 shares (the “Shares”), including (a) the 147,113 shares held of record by VVI and (b) the 3,426,928 shares held of record by VCVC I. Mr. Allen is not a holder of record of any of the Shares, and disclaims beneficial ownership of the shares held by VCVC I, except to the extent of his pecuniary interest therein.

*	Based upon 21,889,082 shares of common stock of the Company outstanding as of September 30, 2013, as reported by the Company in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2013.


CUSIP No. 05070J102		13G—AMENDMENT NO. 1		Page 3 of 9 Pages


1	NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Vulcan Ventures Incorporated (“VVI”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Washington
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,574,041 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 16.3% *
12	TYPE OF REPORTING PERSON CO

(1)

Of the 3,574,041 shares (the “Shares”) reported above, VVI is the record holder of 147,113 shares and VCVC I is the record holder of 3,426,928 shares. VVI is the managing member of VCVC Management, which is the manager of VCVC I. Paul G. Allen is the sole owner of VVI, and has sole voting and dispositive power over the Shares. VVI disclaim beneficial ownership of the shares held by VCVC I, except to the extent of its pecuniary interest therein.

*	Based upon 21,889,082 shares of common stock of the Company outstanding as of September 30, 2013, as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on November 14, 2013.


CUSIP No. 05070J102		13G—AMENDMENT NO. 1		Page 4 of 9 Pages


1	NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Vulcan Capital Venture Capital Management I LLC (“VCVC Management”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,426,928 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 15.7% *
12	TYPE OF REPORTING PERSON OO

(1)

VCVC Management is the manager of VCVC I, which is the record holder of 3,426,928 shares (the “Shares”). VCVC Management is not a record holder of the Shares and disclaims all beneficial ownership in the Shares. Paul G. Allen is the sole owner of VVI, which is the managing member of VCVC Management, and Mr. Allen has sole voting and dispositive power over the Shares.

*	Based upon 21,889,082 shares of common stock of the Company outstanding as of September 30, 2013, as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on November 14, 2013.


CUSIP No. 05070J102		13G—AMENDMENT NO. 1		Page 5 of 9 Pages


1	NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Vulcan Capital Venture Capital I LLC (“VCVC I”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,426,928 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 15.7% *
12	TYPE OF REPORTING PERSON OO

(1)

VCVC I is the record holder of 3,426,928 shares (the “Shares”). VCVC I is managed by VCVC Management, which in turn in managed by VVI. Mr. Allen, which is the sole owner of VVI, has sole voting and dispositive power over the Shares. Mr. Allen and VVI disclaim beneficial ownership of the Shares held by VCVC I, except to the extent of their respective pecuniary interest therein.

*	Based upon 21,889,082 shares of common stock of the Company outstanding as of September 30, 2013, as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on November 14, 2013.


CUSIP No. 05070J102		13G—AMENDMENT NO. 1		Page 6 of 9 Pages

Item 1(a)

Name of Issuer:

Audience, Inc.

Item 1(b)

Address of Issuer’s Principal Executive Offices:

440 Clyde Ave., Mountain View, CA 94043

Item 2(a)

Name of Person Filing:

(i)

Paul G. Allen;

(ii)

Vulcan Ventures Incorporated (“VVI”);

(iii)

Vulcan Capital Venture Capital Management I LLC (“VCVC Management”);

(iv)

Vulcan Capital Venture Capital I LLC (“VCVC I”).

The foregoing persons hereinafter sometimes collectively are referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The Reporting Persons’ agreement in writing to file this statement on behalf of each of them is attached as Exhibit 99.1 hereto.

Item 2(b)

Address of Principal Business Office or, If None, Residence

(i)

505 Fifth Avenue South, Suite 900, Seattle, WA 98104

(ii)

505 Fifth Avenue South, Suite 900, Seattle, WA 98104

(iii)

505 Fifth Avenue South, Suite 900, Seattle, WA 98104

(iv)

505 Fifth Avenue South, Suite 900, Seattle, WA 98104

Item 2(c)

Citizenship:

(i)

U.S.

(ii)

Washington

(iii)

Delaware

(iv)

Delaware

Item 2(d)

Title of Class of Securities:

Common Stock, $0.001 par value per share

Item 2(e)

CUSIP Number:

05070J102

Item 3.

If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:



(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o)

(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)	¨	An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);

(f)	¨	An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);


CUSIP No. 05070J102		13G—AMENDMENT NO. 1		Page 7 of 9 Pages



(g)	¨	A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);

(h)	¨	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	¨	A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

(k)	¨	Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution:

Not applicable.

Item 4.

Ownership


Reporting Person	Sole Voting Power		Shared Voting Power	Sole Dispositive Power		Shared Dispositive Power	Beneficial Ownership		Percentage of Class*
Paul G. Allen		3,574,041	0		3,574,041	0		3,574,041		16.3	%
VVI		0	0		0	0		3,574,041		16.3	%
VCVC Management		0	0		0	0		3,426,928		15.7	%
VCVC I		0	0		0	0		3,426,928		15.7	%

Paul G. Allen, who is the sole owner of VVI, has sole voting and dispositive power over the aggregate 3,574,041 shares, including the 147,113 shares held by VVI and the 3,426,928 shares held by VCVC I. VVI is the managing member of VCVC Management, which is the manager of VCVC I. Mr. Allen and VVI disclaim beneficial ownership of the shares held by VCVC I, except to the extent of their respective pecuniary interest therein.

Based upon 21,889,082 shares of common stock of the Company outstanding as of September 30, 2013, as reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on November 14, 2013.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner or more than five percent of the class of securities, check the following box: ¨

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not applicable.


CUSIP No. 05070J102		13G—AMENDMENT NO. 1		Page 8 of 9 Pages

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certifications

Not applicable.


CUSIP No. 05070J102		13G—AMENDMENT NO. 1		Page 9 of 9 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: February 14, 2014	PAUL G. ALLEN

	By:	/s/ PAUL GHAFFARI
	Name:	Paul Ghaffari
	Title:	Attorney-in-fact for Paul G. Allen

Dated: February 14, 2014	VULCAN VENTURES INCORPORATED

	By:	/s/ PAUL GHAFFARI
	Name:	Paul Ghaffari
	Title:	Vice President

Dated: February 14, 2014	VULCAN CAPITAL VENTURE CAPITAL MANAGEMENT I LLC

	By Vulcan Ventures Incorporated, its Managing Member

	By:	/s/ PAUL GHAFFARI
	Name:	Paul Ghaffari
	Title:	Vice President

Dated: February 14, 2014	VULCAN CAPITAL VENTURE CAPITAL I LLC

	By Vulcan Capital Venture Capital Management I LLC, its Manager
	By Vulcan Ventures Incorporated, its Managing Member

	By:	/s/ PAUL GHAFFARI
	Name:	Paul Ghaffari
	Title:	Vice President

EXHIBIT INDEX


Exhibit		Title

99.1		Joint Filing Agreement dated February 14, 2014 among the Reporting Persons

99.2		Power of Attorney

EX-99.1 2 d676051dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Joint Filing Agreement

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13G/A (including amendments thereto) with respect to the common stock par value $0.001 per share of Audience, Inc., a Delaware corporation, and that this agreement be included as an exhibit to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.


Dated: February 14, 2014	PAUL G. ALLEN

	By:	/s/ PAUL GHAFFARI
	Name:	Paul Ghaffari
	Title:	Attorney-in-fact for Paul G. Allen

Dated: February 14, 2014	VULCAN VENTURES INCORPORATED

	By:	/s/ PAUL GHAFFARI
	Name:	Paul Ghaffari
	Title:	Vice President

Dated: February 14, 2014	VULCAN CAPITAL VENTURE CAPITAL MANAGEMENT I LLC

	By Vulcan Ventures Incorporated, its Managing Member

	By:	/s/ PAUL GHAFFARI
	Name:	Paul Ghaffari
	Title:	Vice President

Dated: February 14, 2014	VULCAN CAPITAL VENTURE CAPITAL I LLC

	By Vulcan Capital Venture Capital Management I LLC, its Manager
	By Vulcan Ventures Incorporated, its Managing Member

	By:	/s/ PAUL GHAFFARI
	Name:	Paul Ghaffari
	Title:	Vice President

EX-99.2 3 d676051dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby constitutes, designates and appoints Paul Ghaffari, David R. Stewart and William Benack as his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution and full power to act alone and without the other, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to execute, acknowledge, deliver and file any and all filings required by the Securities Exchange Act of 1934, as amended, including Sections 13 and 16 of such Act, and the rules and regulations thereunder, and requisite documents in connection with such filings, including but not limited to Forms 3, 4 and 5, Schedules 13D and 13G and Form 13H under such act and any amendments thereto.

This power of attorney shall be valid from the date hereof until revoked by the undersigned.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of the 8th day of February, 2013.

/s/ Paul G. Allen

Paul G. Allen