0000899243-15-000131.txt : 20150702 0000899243-15-000131.hdr.sgml : 20150702 20150702161442 ACCESSION NUMBER: 0000899243-15-000131 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150701 FILED AS OF DATE: 20150702 DATE AS OF CHANGE: 20150702 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kaplan Stephanie Susan CENTRAL INDEX KEY: 0001617432 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35528 FILM NUMBER: 15969943 MAIL ADDRESS: STREET 1: C/O AUDIENCE, INC. STREET 2: 331 FAIRCHILD DR. CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-07-01 1 0001201663 AUDIENCE INC ADNC 0001617432 Kaplan Stephanie Susan C/O AUDIENCE, INC. 331 FAIRCHILD DR. MOUNTAIN VIEW CA 94043 0 1 0 0 VP Operations Common Stock 2015-07-01 2015-07-01 4 U 0 8011 2.51 D 0 D Restricted Stock Unit 0.001 2015-07-01 2015-07-01 4 D 0 23000 0.00 D 2015-08-20 2024-08-20 Common Stock 23000 0 D Right to Buy (Common Stock) 8.52 2015-07-01 2015-07-01 4 D 0 60000 0.00 D 2015-08-20 2024-08-20 Common stock 60000 0 D Restricted Stock Unit 0.001 2015-07-01 2015-07-01 4 D 0 9375 0.00 D 2015-05-08 2024-11-08 Common Stock 9375 0 D Right to Buy (Common Stock) 4.05 2015-07-01 2015-07-01 4 D 0 10000 0.00 D 2015-02-15 2025-01-14 Common stock 10000 0 D Restricted Stock Unit 0.001 2015-07-01 2015-07-01 4 D 0 5000 0.00 D 2015-07-15 2025-01-15 Common Stock 5000 0 D Right to Buy (Common Stock) 4.60 2015-07-01 2015-07-01 4 D 0 46700 0.00 D 2015-03-18 2025-02-18 Common stock 46700 0 D Restricted Stock Unit 0.001 2015-07-01 2015-07-01 4 D 0 10000 0.00 D 2015-08-18 2025-02-18 Common Stock 10000 0 D Restricted Stock Unit 0.001 2015-07-01 2015-07-01 4 D 0 10000 0.00 D 2015-05-15 2025-03-12 Common Stock 10000 0 D In 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 $20,107.61 and 1,058 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. Represents par value of Issuer's common stock. Pursuant to the terms of the Merger Agreement, this restricted stock unit was assumed and exchanged for a restricted stock unit covering 6,088 shares of Knowles common stock. Pursuant 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. Pursuant to the terms of the Merger Agreement, this restricted stock unit was assumed and exchanged for a restricted stock unit covering 2,482 shares of Knowles common stock. Pursuant 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 $4,867.50 and (ii) 250 shares of Knowles common stock. Pursuant to the terms of the Merger Agreement, this restricted stock unit was assumed and exchanged for a restricted stock unit covering 1,323 shares of Knowles common stock. Pursuant 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 $9,814.51 and (ii) 493 shares of Knowles common stock. Pursuant 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. Pursuant 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. /s/ Craig Factor Atty-in-Fact for Stephanie Susan Kaplan 2015-07-02