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3//SEC Filing

TALLWOOD II PARTNERS LP 3

Accession 0001181431-12-028396

CIK 0001201663other
View on SEC.govCompany Profile

Filed

May 7, 8:00 PM ET

Accepted

May 8, 3:44 PM ET

Size

36.5 KB

Accession

0001181431-12-028396

Insider Transaction Report

Form 3
Period: 2012-05-09
AUDIENCE INCADNC
TALLWOOD II ANNEX LP
10% Owner
Holdings

  • Series B-1 Preferred Stock

    (indirect: See footnotes)
    → Common Stock (259,666 underlying)

  • Series AA Preferred Stock

    (indirect: See footnotes)
    → Common Stock (551,356 underlying)

  • Series C Preferred Stock

    (indirect: See footnotes)
    → Common Stock (508,282 underlying)

  • Series B Preferred Stock

    (indirect: See footnotes)
    → Common Stock (556,505 underlying)

  • Series D Preferred Stock

    (indirect: See footnotes)
    → Common Stock (1,139,007 underlying)

  • Series AA-1 Preferred Stock

    (indirect: See footnotes)
    → Common Stock (177,131 underlying)

  • Series E Preferred Stock

    (indirect: See footnotes)
    → Common Stock (1,468,622 underlying)
Tallwood I LP
Other
Holdings

  • Series B Preferred Stock

    (indirect: See footnotes)
    → Common Stock (556,505 underlying)

  • Series E Preferred Stock

    (indirect: See footnotes)
    → Common Stock (1,468,622 underlying)

  • Series D Preferred Stock

    (indirect: See footnotes)
    → Common Stock (1,139,007 underlying)

  • Series C Preferred Stock

    (indirect: See footnotes)
    → Common Stock (508,282 underlying)

  • Series AA-1 Preferred Stock

    (indirect: See footnotes)
    → Common Stock (177,131 underlying)

  • Series AA Preferred Stock

    (indirect: See footnotes)
    → Common Stock (551,356 underlying)

  • Series B-1 Preferred Stock

    (indirect: See footnotes)
    → Common Stock (259,666 underlying)
TALLWOOD III L P
Other
Holdings

  • Series B-1 Preferred Stock

    (indirect: See footnotes)
    → Common Stock (259,666 underlying)

  • Series AA-1 Preferred Stock

    (indirect: See footnotes)
    → Common Stock (177,131 underlying)

  • Series D Preferred Stock

    (indirect: See footnotes)
    → Common Stock (1,139,007 underlying)

  • Series E Preferred Stock

    (indirect: See footnotes)
    → Common Stock (1,468,622 underlying)

  • Series AA Preferred Stock

    (indirect: See footnotes)
    → Common Stock (551,356 underlying)

  • Series B Preferred Stock

    (indirect: See footnotes)
    → Common Stock (556,505 underlying)

  • Series C Preferred Stock

    (indirect: See footnotes)
    → Common Stock (508,282 underlying)
TALLWOOD III PARTNERS L P
Other
Holdings

  • Series E Preferred Stock

    (indirect: See footnotes)
    → Common Stock (1,468,622 underlying)

  • Series C Preferred Stock

    (indirect: See footnotes)
    → Common Stock (508,282 underlying)

  • Series AA Preferred Stock

    (indirect: See footnotes)
    → Common Stock (551,356 underlying)

  • Series B-1 Preferred Stock

    (indirect: See footnotes)
    → Common Stock (259,666 underlying)

  • Series D Preferred Stock

    (indirect: See footnotes)
    → Common Stock (1,139,007 underlying)

  • Series AA-1 Preferred Stock

    (indirect: See footnotes)
    → Common Stock (177,131 underlying)

  • Series B Preferred Stock

    (indirect: See footnotes)
    → Common Stock (556,505 underlying)
Tallwood III Associates LP
Other
Holdings

  • Series C Preferred Stock

    (indirect: See footnotes)
    → Common Stock (508,282 underlying)

  • Series E Preferred Stock

    (indirect: See footnotes)
    → Common Stock (1,468,622 underlying)

  • Series B Preferred Stock

    (indirect: See footnotes)
    → Common Stock (556,505 underlying)

  • Series AA Preferred Stock

    (indirect: See footnotes)
    → Common Stock (551,356 underlying)

  • Series B-1 Preferred Stock

    (indirect: See footnotes)
    → Common Stock (259,666 underlying)

  • Series D Preferred Stock

    (indirect: See footnotes)
    → Common Stock (1,139,007 underlying)

  • Series AA-1 Preferred Stock

    (indirect: See footnotes)
    → Common Stock (177,131 underlying)
TALLWOOD II LP
10% Owner
Holdings

  • Series C Preferred Stock

    (indirect: See footnotes)
    → Common Stock (508,282 underlying)

  • Series AA-1 Preferred Stock

    (indirect: See footnotes)
    → Common Stock (177,131 underlying)

  • Series B-1 Preferred Stock

    (indirect: See footnotes)
    → Common Stock (259,666 underlying)

  • Series AA Preferred Stock

    (indirect: See footnotes)
    → Common Stock (551,356 underlying)

  • Series E Preferred Stock

    (indirect: See footnotes)
    → Common Stock (1,468,622 underlying)

  • Series B Preferred Stock

    (indirect: See footnotes)
    → Common Stock (556,505 underlying)

  • Series D Preferred Stock

    (indirect: See footnotes)
    → Common Stock (1,139,007 underlying)
TALLWOOD II PARTNERS LP
10% Owner
Holdings

  • Series D Preferred Stock

    (indirect: See footnotes)
    → Common Stock (1,139,007 underlying)

  • Series C Preferred Stock

    (indirect: See footnotes)
    → Common Stock (508,282 underlying)

  • Series E Preferred Stock

    (indirect: See footnotes)
    → Common Stock (1,468,622 underlying)

  • Series AA Preferred Stock

    (indirect: See footnotes)
    → Common Stock (551,356 underlying)

  • Series AA-1 Preferred Stock

    (indirect: See footnotes)
    → Common Stock (177,131 underlying)

  • Series B Preferred Stock

    (indirect: See footnotes)
    → Common Stock (556,505 underlying)

  • Series B-1 Preferred Stock

    (indirect: See footnotes)
    → Common Stock (259,666 underlying)
TALLWOOD II ASSOCIATES LP
10% Owner
Holdings

  • Series AA-1 Preferred Stock

    (indirect: See footnotes)
    → Common Stock (177,131 underlying)

  • Series C Preferred Stock

    (indirect: See footnotes)
    → Common Stock (508,282 underlying)

  • Series B Preferred Stock

    (indirect: See footnotes)
    → Common Stock (556,505 underlying)

  • Series B-1 Preferred Stock

    (indirect: See footnotes)
    → Common Stock (259,666 underlying)

  • Series D Preferred Stock

    (indirect: See footnotes)
    → Common Stock (1,139,007 underlying)

  • Series AA Preferred Stock

    (indirect: See footnotes)
    → Common Stock (551,356 underlying)

  • Series E Preferred Stock

    (indirect: See footnotes)
    → Common Stock (1,468,622 underlying)
Footnotes (12)
  • [F1]Each share of the Issuer's Series AA preferred stock, Series AA-1 preferred stock, Series B preferred stock, Series B-1 preferred stock, Series C preferred stock, Series D preferred stock and Series E preferred stock will automatically convert into one share of common stock upon the closing the Issuer's initial public offering, and has no expiration date.
  • [F10]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 and Tallwood III, but disclaims beneficial ownership except to the extent of its pecuniary interest therein. Luis Arzubi, Diosdado P. Banatao and George Pavlov are managing members of Tallwood III Management.
  • [F11]Tallwood Management Co., LLC ("Tallwood Management") is the general partner of Tallwood I. Tallwood Management may be deemed to share voting and dispositive power with respect to the shares owned by Tallwood I, but disclaims beneficial ownership except to the extent of its pecuniary interest therein. Diosdado P. Banatao is the managing member of Tallwood Management LLC.
  • [F12]The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended or otherwise, any of the reporting persons is the beneficial owner of these securities.
  • [F2]Of such shares of Series AA preferred stock, Tallwood II Associates, L.P. directly holds 5,513 shares, Tallwood II, L.P. directly holds 385,950 shares and Tallwood II Partners, L.P. directly holds 159,893 shares. The reporting person is a managing member of the general partner of such entities, and disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficiary owner of such securities for Section 16 or any other purpose.
  • [F3]Of such shares of Series AA-1 preferred stock, Tallwood II Associates, L.P. directly holds 1,771 shares, Tallwood II, L.P. directly holds 123,992 shares and Tallwood II Partners, L.P. directly holds 51,368 shares. The reporting person is a managing member of the general partner of such entities, and disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficiary owner of such securities for Section 16 or any other purpose.
  • [F4]Of such shares of Series B preferred stock, Tallwood II Associates, L.P. directly holds 5,565 shares, Tallwood II, L.P. directly holds 389,554 shares and Tallwood II Partners, L.P. directly holds 161,386 shares. The reporting person is a managing member of the general partner of such entities, and disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficiary owner of such securities for Section 16 or any other purpose.
  • [F5]Of such shares of Series B-1 preferred stock, Tallwood II Associates, L.P. directly holds 2,596 shares, Tallwood II, L.P. directly holds 181,767 shares and Tallwood II Partners, L.P. directly holds 75,303 shares. The reporting person is a managing member of the general partner of such entities, and disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficiary owner of such securities for Section 16 or any other purpose.
  • [F6]Of such shares of Series C preferred stock, Tallwood II Associates, L.P. directly holds 5,082 shares, Tallwood II, L.P. directly holds 355,798 shares and Tallwood II Partners, L.P. directly holds 147,402 shares. The reporting person is a managing member of the general partner of such entities, and disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficiary owner of such securities for Section 16 or any other purpose.
  • [F7]Of such shares of Series D preferred stock, Tallwood II Associates, L.P. directly holds 5,695 shares and Tallwood II Annex, L.P. directly holds 1,133,312 shares. The reporting person is a managing member of the general partner of such entities, and disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficiary owner of such securities for Section 16 or any other purpose.
  • [F8]Of such shares of Series E preferred stock, Tallwood III Associates, L.P.directly holds 8,075 shares, Tallwood III Partners, L.P. directly holds 131,990 shares, Tallwood I, L.P. directly holds 286,234 shares and Tallwood III, L.P. directly holds 1,042,323 shares. The reporting person is a managing member of the general partner of such entities, and disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficiary owner of such securities for Section 16 or any other purpose.
  • [F9]Tallwood II Management, LLC ("Tallwood II Management") is the general partner of Tallwood II Associates, Tallwood II, Tallwood II Partners and Tallwood II Annex. Tallwood II Management may be deemed to share voting and dispositive power with respect to the shares owned by Tallwood II Associates, Tallwood II, Tallwood II Partners and Tallwood II Annex, but disclaims beneficial ownership except to the extent of its pecuniary interest therein. Diosdado P. Banatao and George Pavlov are the managing members of Tallwood II Management.

Documents

3 files

Issuer

AUDIENCE INC

CIK 0001201663

→
Entity typeother
IncorporatedDE

Related Parties

1
  • filerCIK 0001178433

Filing Metadata

Form type
3
Filed
May 7, 8:00 PM ET
Accepted
May 8, 3:44 PM ET
Size
36.5 KB
View on SEC.gov