FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

COX BARRY L /ADV 		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)
(Last)          (First)          (Middle)

C/O AUDIENCE, INC., 331 FAIRCHILD DR. 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/26/2014
(Street)

MOUNTAIN VIEW, CA 94043
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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   8/26/2014   8/26/2014   A      15054       6/6/2014   8/26/2024   Common Stock   15054   $0.00   15054   D    
Restricted Stock Unit   $0.001   (2) 8/26/2014   8/26/2014   A      4613         (3)   (3) Common Stock   4613   $0.00   4613   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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
COX BARRY L /ADV
C/O AUDIENCE, INC.
331 FAIRCHILD DR.
MOUNTAIN VIEW, CA 94043 		X



Signatures
/s/ Craig H. Factor Atty-In-Fact for Barry L. Cox 8/28/2014
** 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 control number.