SEC FORM 3

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SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

TALLWOOD III L P

(Last)

(First)

(Middle)

C/O TALLWOOD VENTURE CAPITAL

3000 SAND HILL RD, BUILDING 3, SUITE 240

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

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

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

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

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

5. If Amendment, Date of 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

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)

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series AA Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	551,356	⁽¹⁾	I	See footnotes⁽²⁾⁽⁹⁾⁽¹²⁾
Series AA-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	177,131	⁽¹⁾	I	See footnotes⁽³⁾⁽⁹⁾⁽¹²⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	556,505	⁽¹⁾	I	See footnotes⁽⁴⁾⁽⁹⁾⁽¹²⁾
Series B-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	259,666	⁽¹⁾	I	See footnotes⁽⁵⁾⁽⁹⁾⁽¹²⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	508,282	⁽¹⁾	I	See footnotes⁽⁶⁾⁽⁹⁾⁽¹²⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,139,007	⁽¹⁾	I	See footnotes⁽⁷⁾⁽⁹⁾⁽¹²⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,468,622	⁽¹⁾	I	See footnotes⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾

1. Name and Address of Reporting Person^*

TALLWOOD III L P

(Last)

(First)

(Middle)

C/O TALLWOOD VENTURE CAPITAL

3000 SAND HILL RD, BUILDING 3, SUITE 240

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TALLWOOD III PARTNERS L P

(Last)

(First)

(Middle)

C/O TALLWOOD VENTURE CAPITAL

3000 SAND HILL RD, BUILDING 3, SUITE 240

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Tallwood III Associates LP

(Last)

(First)

(Middle)

C/O TALLWOOD VENTURE CAPITAL

3000 SAND HILL RD, BUILDING 3, SUITE 240

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TALLWOOD II LP

(Last)

(First)

(Middle)

C/O TALLWOOD VENTURE CAPITAL

3000 SAND HILL RD, BUILDING 3, SUITE 240

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TALLWOOD II PARTNERS LP

(Last)

(First)

(Middle)

C/O TALLWOOD VENTURE CAPITAL

3000 SAND HILL RD, BUILDING 3, SUITE 240

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TALLWOOD II ASSOCIATES LP

(Last)

(First)

(Middle)

C/O TALLWOOD VENTURE CAPITAL

3000 SAND HILL RD, BUILDING 3, SUITE 240

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TALLWOOD II ANNEX LP

(Last)

(First)

(Middle)

C/O TALLWOOD VENTURE CAPITAL

3000 SAND HILL RD, BUILDING 3, SUITE 240

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Tallwood I LP

(Last)

(First)

(Middle)

C/O TALLWOOD VENTURE CAPITAL

3000 SAND HILL RD, BUILDING 3, SUITE 240

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

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 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. Tallwood II Management, LLC ("Tallwood II Management") is the general partner of Tallwood II Associates, Tallwood II, Tallwood II Partners and Tallwood II Annex. Tallwood II Management may be deemed to share voting and dispositive power with respect to the shares owned by Tallwood II Associates, Tallwood II, Tallwood II Partners and Tallwood II Annex, but disclaims beneficial ownership except to the extent of its pecuniary interest therein. Diosdado P. Banatao and George Pavlov are the managing members of Tallwood II Management.

10. Tallwood III Management, LLC ("Tallwood III Management") is the general partner of Tallwood III Partners, Tallwood III Associates and Tallwood III. Tallwood III Management may be deemed to share voting and dispositive power with respect to the shares owned by Tallwood III Partners and Tallwood III, but disclaims beneficial ownership except to the extent of its pecuniary interest therein. Luis Arzubi, Diosdado P. Banatao and George Pavlov are managing members of Tallwood III Management.

11. Tallwood Management Co., LLC ("Tallwood Management") is the general partner of Tallwood I. Tallwood Management may be deemed to share voting and dispositive power with respect to the shares owned by Tallwood I, but disclaims beneficial ownership except to the extent of its pecuniary interest therein. Diosdado P. Banatao is the managing member of Tallwood Management LLC.

12. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended or otherwise, any of the reporting persons is the beneficial owner of these securities.

Remarks:

*Anticipated effective date of issuer's initial public offering is May 9, 2012.

	/s/ Natasha Skok, as Atty-in-Fact for Tallwood III Management, LLC as General Partner for Tallwood III, L.P.	05/08/2012
	/s/ Natasha Skok, as Atty-in-Fact for Tallwood III Management, LLC as General Partner for Tallwood III Partners, L.P.	05/08/2012
	/s/ Natasha Skok, as Atty-in-Fact for Tallwood III Management, LLC as General Partner for Tallwood III Associates, L.P.	05/08/2012
	/s/ Natasha Skok, as Atty-in-Fact for Tallwood II Management, LLC as General Partner for Tallwood II, L.P.	05/08/2012
	/s/ Natasha Skok, as Atty-in-Fact for Tallwood II Management, LLC as General Partner for Tallwood II Partners, L.P.	05/08/2012
	/s/ Natasha Skok, as Atty-in-Fact for Tallwood II Management, LLC as General Partner for Tallwood II Associates, L.P.	05/08/2012
	/s/ Natasha Skok, as Atty-in-Fact for Tallwood II Management, LLC as General Partner for Tallwood II Annex, L.P.	05/08/2012
	/s/ Natasha Skok, as Atty-in-Fact for Tallwood Management Co, LLC as General Partner for Tallwood I, L.P.	05/08/2012
	** 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 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).
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.