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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 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 *
Pavlov George
(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/26/2014
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
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
Right to Buy (Common Stock) (1) $ 8.67 08/26/2014 08/26/2014 A   15,054   06/06/2014 08/26/2024 Common Stock 15,054 $ 0 15,054 D  
Restricted Stock Unit $ 0.001 (2) 08/26/2014 08/26/2014 A   4,613     (3)   (3) Common Stock 4,613 $ 0 4,613 D  
Explanation of Responses:
1. 1/12th of the shares subject to the option shall vest each month after the Date Exercisable set forth herein provided that the reporting person is a service provider to the Issuer on each such vest date.
2. Represents par value of ADNC common stock.
3. One-half of the restricted stock unit will vest on December 6, 2014 and one-half of the restricted stock unit will vest on June 6, 2015 provided that the reporting person is a service provider to the Issuer on each such vest. The shares will be delivered to reporting person on each such vest date.
/s/ Craig H. Factor Atty-In-Fact for George Pavlov 08/28/2014
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
              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 and 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, CA, as of
the date set forth below.

                                        /s/George A. Pavlov
                                        ----------------------------------------
                                        George A. Pavlov

                                        Dated:  05/29/14
                                                --------------------------------

Witness:

/s/ Craig Factor
----------------------------------------
Signature

Craig Factor
----------------------------------------
Type or Print Name

Dated:  05/29/14
        --------------------------------