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Filing Details

Accession Number:: 0001181431-13-015574
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-03-08 12:56:51
Reporting Period:: 2013-03-07

Filing Date:: 2013-03-08
Accepted Time:: 2013-03-08 12:56:51
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1201663	Audience Inc	ADNC	Semiconductors & Related Devices (3674)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1237289	D Scott Sandell	1954 Greenspring Drive Suite 600 Timonium MD 21093		No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2013-03-07	1,021	$13.24	0	No	4	S	Indirect	See Note 2
Common Stock	Disposition	2013-03-07	2,792	$12.96	0	No	4	S	Indirect	See Note 3

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Note 2
No	4	S	Indirect	See Note 3

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	2,878,005	Indirect	See Note 1

Footnotes

The Reporting Person is a manager of NEA 11 GP, LLC, which is the sole general partner of NEA Partners 11, Limited Partnership ("NEA Partners 11"). NEA Partners 11 is the sole general partner of Newe Enterprise Associates 11, Limited Partnership ("NEA 11"), the direct beneficial owner of the shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of the shares held by NEA 11, except to the extent of his pecuniary interest therein.
The securities are held directly by the Sandell Family Trust u/d/t 3/30/01, Scott D. Sandell and Jennifer Ayer Sandell, Trustees (the "Sandell Family Trust"). The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, of the securities held by the Sandell Family Trust, except to the extent of his pecuniary interest therein.
The Reporting Person is a member of the Board of Directors of New Enterprise Associates, LLC ("NEA LLC"), which is the direct beneficial owner of the shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, or otherwise of the securities held by NEA LLC, except to the extent of his pecuniary interest therein.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.23 to $13.26 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (4) to this Form 4.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.11 to $12.89 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (5) to this Form 4.