AUDIENCE INC 4

Accession 0000899243-15-000124

CIK 0001201663operating

View on SEC.gov Company Profile

Filed

Jul 1, 8:00 PM ET

Accepted

Jul 2, 4:06 PM ET

Size

40.5 KB

Accession

0000899243-15-000124

Insider Transaction Report

Form 4

Period: 2015-07-01

AUDIENCE INCADNC

Santos Peter B

DirectorPresident and CEO

Transactions

Disposition to Issuer
Right to Buy (Common Stock
2015-07-01−24,412→ 0 total
Exercise: $0.60From: 2006-10-28Exp: 2015-10-17→ Common Stock (24,412 underlying)
Disposition to Issuer
Right to Buy (Common Stock
2015-07-01−132,350→ 0 total
Exercise: $2.70From: 2011-09-03Exp: 2020-08-03→ Common Stock (132,350 underlying)
Disposition to Issuer
Right to Buy (Common Stock
2015-07-01−140,475→ 0 total
Exercise: $13.80From: 2013-02-01Exp: 2022-01-25→ Common Stock (140,475 underlying)
Disposition to Issuer
Restricted Stock Unit
2015-07-01−36,750→ 0 total
Exercise: $0.00From: 2014-08-20Exp: 2024-02-20→ Common Stock (36,750 underlying)
Disposition from Tender
Common Stock
2015-07-01$2.51/sh−20,428$51,274→ 0 total
Disposition to Issuer
Right to Buy (Common Stock
2015-07-01−112,355→ 0 total
Exercise: $0.90From: 2007-06-21Exp: 2016-07-13→ Common Stock (112,355 underlying)
Disposition to Issuer
Restricted Stock Unit
2015-07-01−33,000→ 0 total
Exercise: $0.00From: 2015-08-18Exp: 2025-02-18→ Common Stock (33,000 underlying)
Disposition to Issuer
Right to Buy (Common Stock
2015-07-01−100,246→ 0 total
Exercise: $2.40From: 2009-05-07Exp: 2019-04-07→ Common Stock (100,246 underlying)
Disposition to Issuer
Right to Buy (Common Stock
2015-07-01−180,000→ 0 total
Exercise: $14.28Exp: 2023-02-15→ Common Stock (180,000 underlying)
Disposition to Issuer
Right to Buy (Common Stock
2015-07-01−156,000→ 0 total
Exercise: $4.60From: 2015-03-18Exp: 2025-02-18→ Common Stock (156,000 underlying)
Disposition to Issuer
Right to Buy (Common Stock
2015-07-01−161,009→ 0 total
Exercise: $0.75From: 2007-06-21Exp: 2016-07-13→ Common Stock (161,009 underlying)
Disposition to Issuer
Right to Buy (Common Stock
2015-07-01−59,449→ 0 total
Exercise: $2.70From: 2011-09-03Exp: 2020-08-03→ Common Stock (59,449 underlying)
Disposition to Issuer
Right to Buy (Common Stock
2015-07-01−84,000→ 0 total
Exercise: $14.28From: 2013-03-15Exp: 2023-03-15→ Common Stock (84,000 underlying)
Disposition to Issuer
Restricted Stock Unit
2015-07-01−16,000→ 0 total
Exercise: $0.00From: 2013-08-15Exp: 2023-02-13→ Common Stock (16,000 underlying)
Disposition to Issuer
Right to Buy (Common Stock
2015-07-01−131,000→ 0 total
Exercise: $11.64From: 2014-03-20Exp: 2024-02-20→ Common Stock (131,000 underlying)

Footnotes (17)

[F1]In connection with the completion of an exchange offer launched by Orange Subsidiary, Inc., a wholly owned subsidiary of Knowles Corporation ("Knowles") (the "Offer"), the Reporting Person received $51,274.28 and 2,697 shares of Knowles common stock. Such amounts were determined pursuant to the offer consideration described in the Offer Statement on Schedule TO filed with the SEC by Knowles and Orange Subsidiary, Inc. on May 19, 2015, as amended.
[F10]75% of the shares subject to this option vests upon the achievement of certain pricing thresholds on the Issuer's common stock and 25% of the shares subject to the option vest monthly over a 12 month period following the achievement of such pricing thresholds.
[F11]Pursuant to the terms of the Merger Agreement, this option was not assumed by Knowles and was cancelled for no consideration.
[F12]Represents par value of Issuer's common stock.
[F13]Pursuant to the terms of the Merger Agreement, this restricted stock unit was assumed and exchanged for a restricted stock unit covering 4,235 shares of Knowles common stock.
[F14]Pursuant to the terms of the Merger Agreement, dated April 29, 2015, this option was not assumed by Knowles and was cancelled for no consideration.
[F15]Pursuant to the terms of the Merger Agreement, this restricted stock unit was assumed and exchanged for a restricted stock unit covering 9,728 shares of Knowles common stock.
[F16]Pursuant to the terms of the Merger Agreement, this restricted stock unit was assumed and exchanged for a restricted stock unit covering 8,735 shares of Knowles common stock.
[F17]Pursuant to the terms of the Merger Agreement, this option was not assumed by Knowles and was cancelled in exchange for (i) a cash payment to Reporting Person of $30,430.68, and (ii) 1,524 shares of Knowles common stock.
[F2]Pursuant to the terms of the Merger Agreement, this option was not assumed by Knowles and was cancelled in exchange for (i) a cash payment to Reporting Person of $53,952.51, and (ii) 2,837 shares of Knowles common stock.
[F3]Pursuant to the terms of the Merger Agreement, this option was not assumed by Knowles and was cancelled in exchange for (i) a cash payment to Reporting Person of $343,757.42, and (ii) 18,074 shares of Knowles common stock.
[F4]Pursuant to the terms of the Merger Agreement, this option was not assumed by Knowles and was cancelled in exchange for (i) a cash payment to Reporting Person of $231,457.74, and (ii) 12,167 shares of Knowles common stock.
[F5]Pursuant to the terms of the Merger Agreement, this option was not assumed by Knowles and was cancelled in exchange for (i) a cash payment to Reporting Person of $131,327.94, and (ii) 6,884 shares of Knowles common stock.
[F6]Pursuant to the terms of the Merger Agreement, this option was not assumed by Knowles and was cancelled in exchange for (i) a cash payment to Reporting Person of $153,531.30, and (ii) 8,040 shares of Knowles common stock.
[F7]Pursuant to the terms of the Merger Agreement, this option was not assumed by Knowles and was cancelled in exchange for (i) a cash payment to Reporting Person of $68,970.96, and (ii) 3,611 shares of Knowles common stock.
[F8]Pursuant to the terms of the Merger Agreement, this option was not assumed by Knowles and was cancelled for no consideration.
[F9]Pursuant to the terms of the Merger Agreement, this option was not assumed by Knowles and was cancelled for no consideration.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

AUDIENCE INC

CIK 0001201663

→

Entity typeoperating

IncorporatedDE

Related Parties

filerCIK 0001201663

Filing Metadata

Form type: 4
Filed: Jul 1, 8:00 PM ET
Accepted: Jul 2, 4:06 PM ET
Size: 40.5 KB

View on SEC.gov