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Filing Details

Accession Number:: 0001181431-13-057147
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-11-06 09:28:03
Reporting Period:: 2013-11-04

Filing Date:: 2013-11-06
Accepted Time:: 2013-11-06 09:28:03
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1201663	Audience Inc	ADNC	Semiconductors & Related Devices (3674)	912061537

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	2013-11-04	1,439,003	$0.00	1,439,002	No	4	J	Indirect	See Note 2
Common Stock	Acquisiton	2013-11-04	14,390	$0.00	14,390	No	4	J	Indirect	See Note 4
Common Stock	Disposition	2013-11-04	14,390	$0.00	0	No	4	J	Indirect	See Note 4
Common Stock	Acquisiton	2013-11-04	1,016	$0.00	1,016	No	4	J	Indirect	See Note 7
Common Stock	Acquisiton	2013-11-04	2,573	$0.00	2,573	No	4	J	Indirect	See Note 9
Common Stock	Disposition	2013-11-05	2,573	$9.83	0	No	4	S	Indirect	See Note 9

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	See Note 2
No	4	J	Indirect	See Note 4
No	4	J	Indirect	See Note 4
No	4	J	Indirect	See Note 7
No	4	J	Indirect	See Note 9
No	4	S	Indirect	See Note 9

Footnotes

New Enterprise Associates 11, Limited Partnership ("NEA 11") made a pro rata distribution for no consideration of an aggregate of 1,439,003 shares of Common Stock of the Issuer to its general partner and its limited partners on November 4, 2013.
The Reporting Person is a manager of NEA 11 GP, LLC, ("NEA 11 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 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 (the "1934 Act"), as amended, or otherwise of the shares held by NEA 11, except to the extent of his pecuniary interest therein.
NEA Partners 11 received 14,390 shares of Common Stock of the Issuer in the distribution by NEA 11 on November 4, 2013.
The Reporting Person is a manager of NEA 11 LLC, which is the sole general partner of NEA Partners 11. The Reporting Person disclaims beneficial ownership with the meaning of Section 16 of the 1934 Act, as amended, or otherwise of the shares held by NEA Partners 11, except to the extent of his pecuniary interest therein.
NEA Partners 11 made a pro rata distribution for no consideration of an aggregate of 14,390 shares of Common Stock of the Issuer to its limited partners on November 4, 2013.
The Sandell Family Trust, u/d/t 3/30/01, Scott D. Sandell and Jennifer Ayer Sandell, Trustees (the "Sandell Family Trust") received 1,016 shares of Common Stock of the Issuer in the distribution by NEA Partners 11 on November 4, 2013.
The securities are held directly by 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.
New Enterprise Associates, LLC ("NEA LLC") received 2,573 shares of Common Stock of the Issuer in the distribution by NEA Partners 11 on November 4, 2013.
The Reporting Person is a member of the Board of Directors of NEA LLC, which is the direct beneficial owner of the securities. 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 $9.71 to $9.91 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 (10) to this Form 4.