XNAS:ADNC Audience Inc Insider Activity 3 Filing - 5/9/2012

Effective Date 5/9/2012

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FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Pavlov George

2. Date of Event Requiring Statement (Month/Day/Year)
05/09/2012

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

(Last)

(First)

(Middle)

C/O AUDIENCE, INC., 440 CLYDE AVE.

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

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

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

(Street)

MOUNTAIN VIEW, CA 94043

6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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 control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series AA Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	551,356	⁽¹⁾	I	See footnote⁽²⁾
Series AA-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	177,131	⁽¹⁾	I	See footnote⁽³⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	556,505	⁽¹⁾	I	See footnote⁽⁴⁾
Series B-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	259,666	⁽¹⁾	I	See footnote⁽⁵⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	508,282	⁽¹⁾	I	See footnote⁽⁶⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,139,007	⁽¹⁾	I	See footnote⁽⁷⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,468,622	⁽¹⁾	I	See footnote⁽⁸⁾
Stock Option (Right to Buy)	⁽⁹⁾	01/25/2022	Common Stock	14,132	$13.8	D
Stock Option (Right to Buy)	⁽¹⁰⁾	01/25/2022	Common Stock	8,079	$13.8	D

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Pavlov George C/O AUDIENCE, INC. 440 CLYDE AVE. MOUNTAIN VIEW, CA 94043	X

Signatures

/s/ George A. Pavlov		05/08/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Each share of the Issuer's Series AA preferred stock, Series AA-1 preferred stock, Series B preferred stock, Series B-1 preferred stock, Series C preferred stock, Series D preferred stock and Series E preferred stock will automatically convert into one share of common stock upon the closing of the Issuer's initial public offering, and has no expiration date.
(2)	Of such shares of Series AA preferred stock, Tallwood II Associates, L.P. directly holds 5,513 shares, Tallwood II, L.P. directly holds 385,950 shares and Tallwood II Partners, L.P. directly holds 159,893 shares. The reporting person is a managing member of the general partner of such entities, and disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficiary owner of such securities for Section 16 or any other purpose.
(3)	Of such shares of Series AA-1 preferred stock, Tallwood II Associates, L.P. directly holds 1,771 shares, Tallwood II, L.P. directly holds 123,992 shares and Tallwood II Partners, L.P. directly holds 51,368 shares. The reporting person is a managing member of the general partner of such entities, and disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficiary owner of such securities for Section 16 or any other purpose.
(4)	Of such shares of Series B preferred stock, Tallwood II Associates, L.P. directly holds 5,565 shares, Tallwood II, L.P. directly holds 389,554 shares and Tallwood II Partners, L.P. directly holds 161,386 shares. The reporting person is a managing member of the general partner of such entities, and disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficiary owner of such securities for Section 16 or any other purpose.
(5)	Of such shares of Series B-1 preferred stock, Tallwood II Associates, L.P. directly holds 2,596 shares, Tallwood II, L.P. directly holds 181,767 shares and Tallwood II Partners, L.P. directly holds 75,303 shares. The reporting person is a managing member of the general partner of such entities, and disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficiary owner of such securities for Section 16 or any other purpose.
(6)	Of such shares of Series C preferred stock, Tallwood II Associates, L.P. directly holds 5,082 shares, Tallwood II, L.P. directly holds 355,798 shares and Tallwood II Partners, L.P. directly holds 147,402 shares. The reporting person is a managing member of the general partner of such entities, and disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficiary owner of such securities for Section 16 or any other purpose.
(7)	Of such shares of Series D preferred stock, Tallwood II Associates, L.P. directly holds 5,695 shares and Tallwood II Annex, L.P. directly holds 1,133,312 shares. The reporting person is a managing member of the general partner of such entities, and disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficiary owner of such securities for Section 16 or any other purpose.
(8)	Of such shares of Series E preferred stock, Tallwood III Associates, L.P.directly holds 8,075 shares, Tallwood III Partners, L.P. directly holds 131,990 shares, Tallwood I, L.P. directly holds 286,234 shares and Tallwood III, L.P. directly holds 1,042,323 shares. The reporting person is a managing member of the general partner of such entities, and disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficiary owner of such securities for Section 16 or any other purpose.
(9)	Represents an option in which 1/48th of the shares subject to the option vest and become exercisable each month after January 1, 2012.
(10)	Represents an option in which 1/12th of the shares subject to the option vest and become exercisable each month after May 1, 2012.
Remarks: Anticipated effective date of issuer's initial public offering is May 9, 2012.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to 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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