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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 CA 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 10% Owner Officer (give title below) X Other (specify below) See Remarks	5. If Amendment, Date of Original Filed (Month/Day/Year) 05/08/2012
			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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series E Preferred Stock	(1)	(1)	Common Stock	1,182,388	(1)	I	See footnotes(2)(3)

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 CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

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 CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

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 CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* Tallwood III Management LLC (Last) (First) (Middle) C/O TALLWOOD VENTURE CAPITAL 3000 SAND HILL RD, BUILDING 3, SUITE 240 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

Explanation of Responses:

1. Each share of the Issuer's 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 E Preferred Stock, Tallwood III Associates, L.P. ("Tallwood III Associates") directly holds 8,075 shares, Tallwood III Partners, L.P. ("Tallwood III Partners") directly holds 131,990 shares and Tallwood III, L.P. ("Tallwood III) directly holds 1,042,323 shares.

3. 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, Tallwood III Associates and Tallwood III, but disclaims beneficial ownership except to the extent of its pecuniary interest therein.

Remarks:

The Reporting Persons are 10% owners when their total ownership is aggregated with the holdings of affiliated stockholders.

	/s/ Natasha Skok, as Atty-in-Fact for Tallwood III Management, LLC as General Partner for Tallwood III, L.P.	05/17/2012
	/s/ Natasha Skok, as Atty-in-Fact for Tallwood III Management, LLC as General Partner for Tallwood III Partners, L.P.	05/17/2012
	/s/ Natasha Skok, as Atty-in-Fact for Tallwood III Management, LLC as General Partner for Tallwood III Associates, L.P.	05/17/2012
	/s/ Natasha Skok, as Atty-in-Fact for Tallwood III Management, LLC	05/17/2012
	** 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).
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