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Form 4 AUDIENCE INC For: Jul 01 Filed by: Factor Craig H

July 2, 2015 4:06 PM EDT
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
OMB APPROVAL
OMB Number: 3235-0287
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hours per response: 0.5
  
 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 *
Factor Craig H
(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 and General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2015
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
Common Stock 07/01/2015 07/01/2015 U   15,384 D $ 2.51 (1) 0 D  
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
Stock Option (Right to Buy) $ 7.17 07/01/2015 07/01/2015 D     85,000 09/12/2013 09/17/2022 Common stock 85,000 $ 0 0 (2) D  
Stock Option (Right to Buy) $ 14.42 07/01/2015 07/01/2015 D     22,000 09/12/2013 02/14/2023 Common stock 22,000 $ 0 0 (2) D  
Restricted Stock Unit $ 0.001 (3) 07/01/2015 07/01/2015 D     4,500 09/12/2013 09/12/2023 Common stock 4,500 $ 0 0 (4) D  
Stock Option (Right to Buy) $ 11.64 07/01/2015 07/01/2015 D     34,000 03/20/2014 02/20/2024 Common stock 34,000 $ 0 0 (2) D  
Restricted Stock Unit $ 0.001 (3) 07/01/2015 07/01/2015 D     9,000 08/20/2014 02/20/2024 Common stock 9,000 $ 0 0 (5) D  
Restricted Stock Unit $ 0.001 (3) 07/01/2015 07/01/2015 D     15,000 05/08/2015 11/08/2024 Common stock 15,000 $ 0 0 (6) D  
Restricted Stock Unit $ 0.001 (3) 07/01/2015 07/01/2015 D     10,000 08/18/2015 02/18/2025 Common stock 10,000 $ 0 0 (7) D  
Stock Option (Right to Buy) $ 4.6 07/01/2015 07/01/2015 D     46,700 03/18/2015 02/18/2025 Common stock 46,700 $ 0 0 (8) D  
Restricted Stock Unit $ 0.001 (3) 07/01/2015 07/01/2015 D     10,000 05/15/2015 03/16/2025 Common stock 10,000 $ 0 0 (9) D  
Explanation of Responses:
1. 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 $38,613.84 and 2,031 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.
2. 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.
3. Represents par value of Issuer's common stock.
4. Pursuant to the terms of the Merger Agreement, this restricted stock unit was assumed and exchanged for a restricted stock unit covering 1,191 shares of Knowles common stock.
5. Pursuant to the terms of the Merger Agreement, this restricted stock unit was assumed and exchanged for a restricted stock unit covering 2,382 shares of Knowles common stock.
6. Pursuant to the terms of the Merger Agreement, this restricted stock unit was assumed and exchanged for a restricted stock unit covering 3,970 shares of Knowles common stock.
7. 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.
8. Pursuant to the terms of the Merger Agreement, this restricted stock unit was not assumed by Knowles and was cancelled in exchange for (i) a cash payment to the Reporting Person of $9,814.51 and (ii) 493 shares of Knowles common stock.
9. 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 07/02/2015
** 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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