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Form 4 AUDIENCE INC For: Feb 18 Filed by: Medina Eitan Asher

February 20, 2015 6:44 PM EST
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 *
Medina Eitan Asher

(Last) (First) (Middle)
C/O AUDIENCE, INC.
331 FAIRCHILD DR.

(Street)
MOUNTAIN VIEW CA 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP Engineering
3. Date of Earliest Transaction (Month/Day/Year)
02/18/2015
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit $ 0.001 (1) 02/18/2015 02/18/2015 A   10,000     (2)   (2) Common Stock 10,000 $ 0 10,000 D  
Option to purchase common stock $ 4.60 02/18/2015 02/18/2015 A   46,700   03/18/2015 (3) 02/18/2025 Common Stock 46,700 $ 0 46,700 D  
Explanation of Responses:
1. Represents par value of ADNC common stock
2. 12.5% of the restricted stock unit will vest on May 18, 2015, 12.5% of the restricted stock unit will vest every six months thereafter provided that the reporting person is a service provider to the Issuer on each such vest date. The shares will be delivered to the reporting person on each vest date.
3. 1/48th of the shares subject to the option shall vest and become exercisable each month after the grant date provided that the reporting person is a service provider to the Issuer on each such vest date.
Eric Johnson Atty-in-Fact for Eitan Asher Medina 02/20/2015
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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