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
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Palatnik Kevin S.
(Last) (First) (Middle)
C/O AUDIENCE, INC.
331 FAIRCHILD DR
(Street)
MOUNTAIN VIEW CA 94043
(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
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/16/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 08/16/2014 08/16/2014 M   1,500 A $ 0.001 (1) 139,310 (2) D  
Common Stock 08/16/2014 08/16/2014 F   564 D $ 8.50 138,746 D  
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
Restricted Stock Unit $ 0.001 (1) 08/16/2014 08/16/2014 M     1,500   (3)   (3) Common Stock 1,500 $ 0 7,500 D  
Explanation of Responses:
1. Represents par value of ADNC common stock
2. Includes 2,000 shares acquired under the ADNC Employee Stock Purchase Plan on May 16, 2014.
3. 12.5% of the restricted stock unit granted on February 14, 2013 became vested on August 16, 2014 and shares were delivered to reporting person on August 18, 2014. The restricted stock unit will continue to vest every six months and shares will be delivered to reporting person on each vest date.
Eric Johnson Atty-in-Fact for Kevin S. Palatnik 08/20/2014
** 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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POWER OF ATTORNEY 
LIMITED POWER OF ATTORNEY - SECURITIES LAW COMPLIANCE
      The undersigned, as an officer or director of 
Audience, Inc. (the "Company"), hereby constitutes 
and appoints Peter B. Santos, Kevin S. Palatnik, 
Craig H. Factor, Eric Johnson and each of them, 
the undersigned's true and lawful 
attorney-in-fact and agent to complete and execute such 
Forms 144, Forms 3, 4 and 5 and other forms as such attorney 
shall in his discretion determine to be required or advisable 
pursuant to Rule 144 promulgated under the Securities Act of 
1933 (as amended), Section 16 of the Securities Exchange 
Act of 1934 (as amended) and the rules and regulations 
promulgated thereunder, or any successor laws and 
regulations, as a consequence of the undersigned's 
ownership, acquisition or disposition of securities of 
the Company, and to do all acts necessary in order to 
file such forms with the Securities and Exchange 
Commission, any securities exchange or national 
association, the Company and such other person or 
agency as the attorney shall deem appropriate.  The 
undersigned hereby ratifies and confirms all that 
said attorneys-in-fact and agents shall do or cause 
to be done by virtue hereof.
      This Limited Power of Attorney shall remain in full 
force and effect until the undersigned is no longer required 
to file Forms 3, 4 and 5 with respect to the undersigned's 
holdings of and transactions in securities issued by 
the Company unless earlier revoked by the undersigned 
in a writing delivered to the foregoing attorneys-in-fact.
      This Limited Power of Attorney is executed at 
Mountain View, California, as of the date set forth below. 
					
			
					/s/Kevin S. Palatnik
					Kevin S. Palatnik
					Dated:  06/05/14
Witness:
		
/s/ Craig H. Factor		
Craig H. Factor
Dated: 06/05/14					
      

      

      

      
      



      
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