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SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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. Issuer Name and Ticker or Trading Symbol AUDIENCE INC [ ADNC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) See Remarks
	3. Date of Earliest Transaction (Month/Day/Year) 05/15/2012
	4. 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 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		1,042,323	A	(1)	1,042,323	I	See Footnote(2)
Common Stock	05/15/2012		C		131,990	A	(1)	131,990	I	See Footnote(3)
Common Stock	05/15/2012		C		8,075	A	(1)	8,075	I	See Footnote(4)

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 Securities Underlying Derivative Security (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: 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 E Preferred Stock(1)	(1)	05/15/2012		C			1,042,323	(1)	(5)	Common Stock	1,042,323	(1)	0	I	See Footnote(2)
Series E Preferred Stock(1)	(1)	05/15/2012		C			131,990	(1)	(5)	Common Stock	131,990	(1)	0	I	See Footnote(3)
Series E Preferred Stock(1)	(1)	05/15/2012		C			8,075	(1)	(5)	Common Stock	8,075	(1)	0	I	See Footnote(4)

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 Series E 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 III, L.P. ("Tallwood III"). Tallwood III Management, LLC ("Tallwood III Management") is the general partner of Tallwood III. Tallwood III Management may be deemed to share voting and dispositive power with respect to the shares owned by Tallwood III, but disclaims beneficial ownership except to the extent of its pecuniary interest therein.

3. The shares are held by Tallwood III Partners, L.P. ("Tallwood III Partners"). Tallwood III Management is the general partner of Tallwood III Partners. Tallwood III Management may be deemed to share voting and dispositive power with respect to the shares owned by Tallwood III Partners, but disclaims beneficial ownership except to the extent of its pecuniary interest therein.

4. The shares are held by Tallwood III Associates, L.P. ("Tallwood III Associates"). Tallwood III Management is the general partner of Tallwood III Associates. Tallwood III Management may be deemed to share voting and dispositive power with respect to the shares owned by Tallwood III Associates, but disclaims beneficial ownership except to the extent of its pecuniary interest therein.

5. The expiration date is not relevant to the conversion of these securities.

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 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).
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