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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

TALLWOOD II LP

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)

C/O TALLWOOD VENTURE CAPITAL, 3000 SAND HILL RD, BUILDING 3, SUITE 240

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2012

(Street)

MENLO PARK, CA 94025

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		385,950	A	⁽¹⁾	385,950	I	See Footnote⁽²⁾
Common Stock	05/15/2012		C		123,992	A	⁽¹⁾	509,942	I	See Footnote⁽²⁾
Common Stock	05/15/2012		C		389,554	A	⁽¹⁾	899,496	I	See Footnote⁽²⁾
Common Stock	05/15/2012		C		181,767	A	⁽¹⁾	1,081,263	I	See Footnote⁽²⁾
Common Stock	05/15/2012		C		355,798	A	⁽¹⁾	1,437,061	I	See Footnote⁽²⁾
Common Stock	05/15/2012		C		159,893	A	⁽¹⁾	159,893	I	See Footnote⁽³⁾
Common Stock	05/15/2012		C		51,368	A	⁽¹⁾	211,261	I	See Footnote⁽³⁾
Common Stock	05/15/2012		C		161,386	A	⁽¹⁾	372,647	I	See Footnote⁽³⁾
Common Stock	05/15/2012		C		75,303	A	⁽¹⁾	447,950	I	See Footnote⁽³⁾
Common Stock	05/15/2012		C		147,402	A	⁽¹⁾	595,352	I	See Footnote⁽³⁾
Common Stock	05/15/2012		C		5,513	A	⁽¹⁾	5,513	I	See Footnote⁽⁴⁾
Common Stock	05/15/2012		C		1,771	A	⁽¹⁾	7,284	I	See Footnote⁽⁴⁾
Common Stock	05/15/2012		C		5,565	A	⁽¹⁾	12,849	I	See Footnote⁽⁴⁾
Common Stock	05/15/2012		C		2,596	A	⁽¹⁾	15,445	I	See Footnote⁽⁴⁾
Common Stock	05/15/2012		C		5,082	A	⁽¹⁾	20,527	I	See Footnote⁽⁴⁾
Common Stock	05/15/2012		C		5,695	A	⁽¹⁾	26,222	I	See Footnote⁽⁴⁾
Common Stock	05/15/2012		C		1,133,312	A	⁽¹⁾	1,133,312	I	See Footnote⁽⁵⁾

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 Preferred Stock⁽¹⁾

⁽¹⁾

05/15/2012

385,950

⁽¹⁾

⁽⁶⁾

Common Stock

385,950

⁽¹⁾

See Footnote⁽²⁾

Series AA Preferred Stock⁽¹⁾

⁽¹⁾

05/15/2012

159,893

⁽¹⁾

⁽⁶⁾

Common Stock

159,893

⁽¹⁾

See Footnote⁽³⁾

Series AA Preferred Stock⁽¹⁾

⁽¹⁾

05/15/2012

5,513

⁽¹⁾

⁽⁶⁾

Common Stock

5,513

⁽¹⁾

See Footnote⁽⁴⁾

Series AA-1 Preferred Stock⁽¹⁾

⁽¹⁾

05/15/2012

123,992

⁽¹⁾

⁽⁶⁾

Common Stock

123,992

⁽¹⁾

See Footnote⁽²⁾

Series AA-1 Preferred Stock⁽¹⁾

⁽¹⁾

05/15/2012

51,368

⁽¹⁾

⁽⁶⁾

Common Stock

51,368

⁽¹⁾

See Footnote⁽³⁾

Series AA-1 Preferred Stock⁽¹⁾

⁽¹⁾

05/15/2012

1,771

⁽¹⁾

⁽⁶⁾

Common Stock

1,771

⁽¹⁾

See Footnote⁽⁴⁾

Series B Preferred Stock⁽¹⁾

⁽¹⁾

05/15/2012

389,554

⁽¹⁾

⁽⁶⁾

Common Stock

389,554

⁽¹⁾

See Footnote⁽²⁾

Series B Preferred Stock⁽¹⁾

⁽¹⁾

05/15/2012

161,386

⁽¹⁾

⁽⁶⁾

Common Stock

161,386

⁽¹⁾

See Footnote⁽³⁾

Series B Preferred Stock⁽¹⁾

⁽¹⁾

05/15/2012

5,565

⁽¹⁾

⁽⁶⁾

Common Stock

5,565

⁽¹⁾

See Footnote⁽⁴⁾

Series B-1 Preferred Stock⁽¹⁾

⁽¹⁾

05/15/2012

181,767

⁽¹⁾

⁽⁶⁾

Common Stock

181,767

⁽¹⁾

See Footnote⁽²⁾

Series B-1 Preferred Stock⁽¹⁾

⁽¹⁾

05/15/2012

75,303

⁽¹⁾

⁽⁶⁾

Common Stock

75,303

⁽¹⁾

See Footnote⁽³⁾

Series B-1 Preferred Stock⁽¹⁾

⁽¹⁾

05/15/2012

2,596

⁽¹⁾

⁽⁶⁾

Common Stock

2,596

⁽¹⁾

See Footnote⁽⁴⁾

Series C Preferred Stock⁽¹⁾

⁽¹⁾

05/15/2012

355,798

⁽¹⁾

⁽⁶⁾

Common Stock

355,798

⁽¹⁾

See Footnote⁽²⁾

Series C Preferred Stock⁽¹⁾

⁽¹⁾

05/15/2012

147,402

⁽¹⁾

⁽⁶⁾

Common Stock

147,402

⁽¹⁾

See Footnote⁽³⁾

Series C Preferred Stock⁽¹⁾

⁽¹⁾

05/15/2012

5,082

⁽¹⁾

⁽⁶⁾

Common Stock

5,082

⁽¹⁾

See Footnote⁽⁴⁾

Series D Preferred Stock⁽¹⁾

⁽¹⁾

05/15/2012

5,695

⁽¹⁾

⁽⁶⁾

Common Stock

5,695

⁽¹⁾

See Footnote⁽⁴⁾

Series D Preferred Stock⁽¹⁾

⁽¹⁾

05/15/2012

1,133,312

⁽¹⁾

⁽⁶⁾

Common Stock

1,133,312

⁽¹⁾

See Footnote⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TALLWOOD II LP C/O TALLWOOD VENTURE CAPITAL 3000 SAND HILL RD, BUILDING 3, SUITE 240 MENLO PARK, CA 94025		X
TALLWOOD II PARTNERS LP C/O TALLWOOD VENTURE CAPITAL 3000 SAND HILL RD, BUILDING 3, SUITE 240 MENLO PARK, CA 94025		X
TALLWOOD II ASSOCIATES LP C/O TALLWOOD VENTURE CAPITAL 3000 SAND HILL RD, BUILDING 3, SUITE 240 MENLO PARK, CA 94025		X
TALLWOOD II ANNEX LP C/O TALLWOOD VENTURE CAPITAL 3000 SAND HILL RD, BUILDING 3, SUITE 240 MENLO PARK, CA 94025		X
Tallwood II Management, LLC C/O TALLWOOD VENTURE CAPITAL 3000 SAND HILL RD, BUILDING 3, SUITE 240 MENLO PARK, CA 94025		X

Signatures

/s/ Natasha Skok, as Atty-in-Fact for Tallwood II Management, LLC as General Partner for Tallwood II, L.P.		05/17/2012
^**Signature of Reporting Person		Date
/s/ Natasha Skok, as Atty-in-Fact for Tallwood II Management, LLC as General Partner for Tallwood II Partners, L.P.		05/17/2012
^**Signature of Reporting Person		Date
/s/ Natasha Skok, as Atty-in-Fact for Tallwood II Management, LLC as General Partner for Tallwood II Associates, L.P.		05/17/2012
^**Signature of Reporting Person		Date
/s/ Natasha Skok, as Atty-in-Fact for Tallwood II Management, LLC as General Partner for Tallwood II Annex, L.P.		05/17/2012
^**Signature of Reporting Person		Date
/s/ Natasha Skok, as Atty-in-Fact for Tallwood II Management, LLC		05/17/2012
^**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 Series AA, Series AA-1, Series B, Series B-1, Series C and Series D Preferred Stock automatically converted into one share of common stock immediately prior to the consummation of the Issuer's initial public offering.
(2)	The shares are held by Tallwood II, L.P. ("Tallwood II"). Tallwood II Management, LLC ("Tallwood II Management") is the general partner of Tallwood II. Tallwood II Management may be deemed to share voting and dispositive power with respect to the shares owned by Tallwood II, but disclaims beneficial ownership except to the extent of its pecuniary interest therein.
(3)	The shares are held by Tallwood II Partners, L.P. ("Tallwood II Partners"). Tallwood II Management is the general partner of Tallwood II Partners. Tallwood II Management may be deemed to share voting and dispositive power with respect to the shares owned by Tallwood II Partners, but disclaims beneficial ownership except to the extent of its pecuniary interest therein.
(4)	The shares are held by Tallwood II Associates, L.P. ("Tallwood II Associates"). Tallwood II Management is the general partner of Tallwood II Associates. Tallwood II Management may be deemed to share voting and dispositive power with respect to the shares owned by Tallwood II Associates, but disclaims beneficial ownership except to the extent of its pecuniary interest therein.
(5)	The shares are held by Tallwood II Annex, L.P. ("Tallwood II Annex"). Tallwood II Management is the general partner of Tallwood II Annex. Tallwood II Management may be deemed to share voting and dispositive power with respect to the shares owned by Tallwood II Annex, but disclaims beneficial ownership except to the extent of its pecuniary interest therein.
(6)	The expiration date is not relevant to the conversion of these securities.

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