XNAS:ADNC Audience Inc Insider Activity 4 Filing - 5/15/2012

Effective Date 5/15/2012

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
Vulcan Ventures Inc.
  2. Issuer Name and Ticker or Trading Symbol
AUDIENCE INC [ADNC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
505 FIFTH AVENUE SOUTH, SUITE 900
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2012
(Street)

SEATTLE, WA 98104
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 05/15/2012   C   336,939 A (1) 336,939 I By Vulcan Capital Venture Capital I LLC(2)
Common Stock 05/15/2012   C   108,247 A (3) 445,186 I By Vulcan Capital Venture Capital I LLC(2)
Common Stock 05/15/2012   C   505,102 A (4) 950,288 I By Vulcan Capital Venture Capital I LLC(2)
Common Stock 05/15/2012   C   235,687 A (5) 1,185,975 I By Vulcan Capital Venture Capital I LLC(2)
Common Stock 05/15/2012   C   461,342 A (6) 1,647,317 I By Vulcan Capital Venture Capital I LLC(2)
Common Stock 05/15/2012   C   584,453 A (7) 2,231,770 I By Vulcan Capital Venture Capital I LLC(2)
Common Stock 05/15/2012   C   1,126,239 A (8) 3,358,009 I By Vulcan Capital Venture Capital I LLC(2)
Common Stock 05/15/2012   C   68,919 A (1) 3,426,928 I By Vulcan Capital Venture Capital I LLC(2)
Common Stock 05/15/2012   C   102,669 A (9) 136,002 D(10)  
Common Stock 05/15/2012   C   11,111 A (11) 147,113 D(10)  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: 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
Series AA Convertible Preferred Stock $ 0 05/15/2012   C     336,939   (1)   (1) Common Stock 336,939 $ 0 0 I Vulcan Capital Venture Capital I LLC(2)
Series AA-1 Convertible Preferred Stock $ 0 05/15/2012   C     108,247   (3)   (3) Common Stock 108,247 $ 0 0 I Vulcan Capital Venture Capital I LLC(2)
Series B Convertible Preferred Stock $ 0 05/15/2012   C     505,102   (4)   (4) Common Stock 505,102 $ 0 0 I Vulcan Capital Venture Capital I LLC(2)
Series B-1 Convertible Preferred Stock $ 0 05/15/2012   C     235,687   (5)   (5) Common Stock 235,687 $ 0 0 I Vulcan Capital Venture Capital I LLC(2)
Series C Convertible Preferred Stock $ 0 05/15/2012   C     461,342   (6)   (6) Common Stock 461,342 $ 0 0 I Vulcan Capital Venture Capital I LLC(2)
Series D Convertible Preferred Stock $ 0 05/15/2012   C     584,453   (7)   (7) Common Stock 584,453 $ 0 0 I Vulcan Capital Venture Capital I LLC(2)
Series E Convertible Preferred Stock $ 0 05/15/2012   C     1,126,239   (8)   (8) Common Stock 1,126,239 $ 0 0 I Vulcan Capital Venture Capital I LLC(2)
Series AA Preferred Stock Warrant (right to buy) $3.627 05/15/2012   X     68,919   (12)   (12) Series AA Convertible Preferred Stock 68,919 $ 0 0 I Vulcan Capital Venture Capital I LLC(2)
Series AA Convertible Preferred Stock $ 0 05/15/2012   X   68,919     (1)   (1) Common Stock 68,919 $ 0 68,919 I By Vulcan Capital Venture Capital I LLC(2)
Series AA Convertible Preferred Stock $ 0 05/15/2012   C     68,919   (1)   (1) Common Stock 68,919 $ 0 0 I By Vulcan Capital Venture Capital I LLC(2)
Series A-2 Convertible Preferred Stock $ 0 05/15/2012   C     102,669   (9)   (9) Common Stock 102,669 $ 0 0 D(10)  
Series A-3 Convertible Preferred Stock $ 0 05/15/2012   C     11,111   (11)   (11) Common Stock 11,111 $ 0 0 D(10)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Vulcan Ventures Inc.
505 FIFTH AVENUE SOUTH
SUITE 900
SEATTLE, WA 98104
    X    
Vulcan Capital Venture Capital Management I, LLC
505 FIFTH AVENUE SOUTH
SUITE 900
SEATTLE, WA 98104
    X    
Vulcan Capital Venture Capital I LLC
505 FIFTH AVENUE SOUTH
SUITE 900
SEATTLE, WA 98104
    X    
ALLEN PAUL G
505 FIFTH AVENUE S.
SUITE 900
SEATTLE, WA 98104
    X    

Signatures

 /s/ Paul Ghaffari, as attorney-in-fact for Vulcan Ventures Incorporated   05/15/2012
** Signature of Reporting Person Date

 /s/ Paul Ghaffari, as attorney-in-fact for Vulcan Capital Venture Capital Management I LLC   05/15/2012
** Signature of Reporting Person Date

 /s/ Paul Ghaffari, as attorney-in-fact for Vulcan Capital Venture Capital I LLC   05/15/2012
** Signature of Reporting Person Date

 /s/ Paul Ghaffari, as attorney-in-fact for Paul G. Allen   05/15/2012
** Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each share of the issuer's Series AA Convertible Preferred Stock converted into 1 share of the issuer's Common Stock on May 15, 2012 pursuant to an election by the holders of a majority of the shares of the issuer's preferred stock in connection with the closing of the issuer's firm commitment underwritten initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended (the "IPO"), and had no expiration date.
(2) Vulcan Ventures Incorporated ("VVI") is the Managing Member of Vulcan Capital Venture Capital Management I LLC, which is the Manager of Vulcan Capital Venture Capital I LLC ("VCVC I"). Paul G. Allen has sole voting and investment power of the shares held by VCVC I. VVI and Mr. Allen disclaim beneficial ownership over the securities held by VCVC I except to the extent of their respective pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
(3) Each share of the issuer's Series AA-1 Convertible Preferred Stock converted into 1 share of the issuer's Common Stock on May 15, 2012 pursuant to an election by the holders of a majority of the shares of the issuer's preferred stock in connection with the closing of the issuer's IPO, and had no expiration date.
(4) Each share of the issuer's Series B Convertible Preferred Stock converted into 1 share of the issuer's Common Stock on May 15, 2012 pursuant to an election by the holders of a majority of the shares of the issuer's preferred stock in connection with the closing of the issuer's IPO, and had no expiration date.
(5) Each share of the issuer's Series B-1 Convertible Preferred Stock converted into 1 share of the issuer's Common Stock on May 15, 2012 pursuant to an election by the holders of a majority of the shares of the issuer's preferred stock in connection with the closing of the issuer's IPO, and had no expiration date.
(6) Each share of the issuer's Series C Convertible Preferred Stock converted into 1 share of the issuer's Common Stock on May 15, 2012 pursuant to an election by the holders of a majority of the shares of the issuer's preferred stock in connection with the closing of the issuer's IPO, and had no expiration date.
(7) Each share of the issuer's Series D Convertible Preferred Stock converted into 1 share of the issuer's Common Stock on May 15, 2012 pursuant to an election by the holders of a majority of the shares of the issuer's preferred stock in connection with the closing of the issuer's IPO, and had no expiration date.
(8) Each share of the issuer's Series E Convertible Preferred Stock converted into 1 share of the issuer's Common Stock on May 15, 2012 pursuant to an election by the holders of a majority of the shares of the issuer's preferred stock in connection with the closing of the issuer's IPO, and had no expiration date.
(9) Each share of the issuer's Series A-2 Convertible Preferred Stock converted into 1 share of the issuer's Common Stock on May 15, 2012 pursuant to an election by the holders of a majority of the shares of the issuer's preferred stock in connection with the closing of the issuer's IPO, and had no expiration date.
(10) VVI is wholly owned by Paul G. Allen, and Mr. Allen has sole voting and investment power of the shares held by VVI.
(11) Each share of the issuer's Series A-3 Convertible Preferred Stock converted into 1 share of the issuer's Common Stock on May 15, 2012 pursuant to an election by the holders of a majority of the shares of the issuer's preferred stock in connection with the closing of the issuer's IPO, and had no expiration date.
(12) VCVC I exercised the warrant in full in connection with the closing of the IPO. The warrant expired upon the closing of the IPO if not exercised.

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XNAS:ADNC Audience Inc Insider Activity 4 Filling

Audience Inc XNAS:ADNC Stock - Get Insider Activity SEC Filing of Audience Inc XNAS:ADNC stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

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XNAS:ADNC Audience Inc Insider Activity 4 Filing - 5/15/2012
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