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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3235-0287

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January 31, 2005

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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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series AA Convertible Preferred Stock

$ 0

05/15/2012

336,939

⁽¹⁾

Common Stock

336,939

$ 0

Vulcan Capital Venture Capital I LLC⁽²⁾

Series AA-1 Convertible Preferred Stock

$ 0

05/15/2012

108,247

⁽³⁾

Common Stock

108,247

$ 0

Vulcan Capital Venture Capital I LLC⁽²⁾

Series B Convertible Preferred Stock

$ 0

05/15/2012

505,102

⁽⁴⁾

Common Stock

505,102

$ 0

Vulcan Capital Venture Capital I LLC⁽²⁾

Series B-1 Convertible Preferred Stock

$ 0

05/15/2012

235,687

⁽⁵⁾

Common Stock

235,687

$ 0

Vulcan Capital Venture Capital I LLC⁽²⁾

Series C Convertible Preferred Stock

$ 0

05/15/2012

461,342

⁽⁶⁾

Common Stock

461,342

$ 0

Vulcan Capital Venture Capital I LLC⁽²⁾

Series D Convertible Preferred Stock

$ 0

05/15/2012

584,453

⁽⁷⁾

Common Stock

584,453

$ 0

Vulcan Capital Venture Capital I LLC⁽²⁾

Series E Convertible Preferred Stock

$ 0

05/15/2012

1,126,239

⁽⁸⁾

Common Stock

1,126,239

$ 0

Vulcan Capital Venture Capital I LLC⁽²⁾

Series AA Preferred Stock Warrant (right to buy)

$3.627

05/15/2012

68,919

⁽¹²⁾

Series AA Convertible Preferred Stock

68,919

$ 0

Vulcan Capital Venture Capital I LLC⁽²⁾

Series AA Convertible Preferred Stock

$ 0

05/15/2012

68,919

⁽¹⁾

Common Stock

68,919

$ 0

68,919

By Vulcan Capital Venture Capital I LLC⁽²⁾

Series AA Convertible Preferred Stock

$ 0

05/15/2012

68,919

⁽¹⁾

Common Stock

68,919

$ 0

By Vulcan Capital Venture Capital I LLC⁽²⁾

Series A-2 Convertible Preferred Stock

$ 0

05/15/2012

102,669

⁽⁹⁾

Common Stock

102,669

$ 0

D⁽¹⁰⁾

Series A-3 Convertible Preferred Stock

$ 0

05/15/2012

11,111

⁽¹¹⁾

Common Stock

11,111

$ 0

D⁽¹⁰⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	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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