UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 1)1
Audience, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
05070J102
(CUSIP Number)
ERIC SINGER
VERTEX CAPITAL ADVISORS, LLC
825 Third Avenue, 33rd Floor
New York, New York 10022
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
Authorized to Receive Notices and Communications)
February 13, 2015
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
_______________
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 05070J102
| 1 | NAME OF REPORTING PERSON Vertex Opportunities Fund, LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- | |
| 8 | SHARED VOTING POWER 1,179,389 | ||
| 9 | SOLE DISPOSITIVE POWER -0- | ||
| 10 | SHARED DISPOSITIVE POWER 1,179,389 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,179,389 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
2
CUSIP NO. 05070J102
| 1 | NAME OF REPORTING PERSON Vertex Special Opportunities Fund III, LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- | |
| 8 | SHARED VOTING POWER 500,000 | ||
| 9 | SOLE DISPOSITIVE POWER -0- | ||
| 10 | SHARED DISPOSITIVE POWER 500,000 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 500,000 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
3
CUSIP NO. 05070J102
| 1 | NAME OF REPORTING PERSON Vertex GP, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- | |
| 8 | SHARED VOTING POWER 1,179,389 | ||
| 9 | SOLE DISPOSITIVE POWER -0- | ||
| 10 | SHARED DISPOSITIVE POWER 1,179,389 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,179,389 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
4
CUSIP NO. 05070J102
| 1 | NAME OF REPORTING PERSON Vertex Special Opportunities GP III, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- | |
| 8 | SHARED VOTING POWER 500,000 | ||
| 9 | SOLE DISPOSITIVE POWER -0- | ||
| 10 | SHARED DISPOSITIVE POWER 500,000 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 500,000 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
5
CUSIP NO. 05070J102
| 1 | NAME OF REPORTING PERSON Vertex Capital Advisors, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- | |
| 8 | SHARED VOTING POWER 1,679,389 | ||
| 9 | SOLE DISPOSITIVE POWER -0- | ||
| 10 | SHARED DISPOSITIVE POWER 1,679,389 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,679,389 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3% | ||
| 14 | TYPE OF REPORTING PERSON IA | ||
6
CUSIP NO. 05070J102
| 1 | NAME OF REPORTING PERSON Eric Singer | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- | |
| 8 | SHARED VOTING POWER 1,679,389 | ||
| 9 | SOLE DISPOSITIVE POWER -0- | ||
| 10 | SHARED DISPOSITIVE POWER 1,679,389 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,679,389 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
7
CUSIP NO. 05070J102
The following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D filed by the undersigned. This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
| Item 2. | Identity and Background. |
Item 2 is amended and restated to read as follows:
| (a) | This statement is filed by: |
| (i) | Vertex Opportunities Fund, LP, a Delaware limited partnership (“Vertex Opportunities”), with respect to the Shares directly and beneficially owned by it; |
| (ii) | Vertex Special Opportunities Fund III, LP, a Delaware limited partnership (“VSO III”), with respect to the Shares directly and beneficially owned by it; |
| (iii) | Vertex GP, LLC, a Delaware limited liability company (“Vertex GP”), as the general partner of Vertex Opportunities; |
| (iv) | Vertex Special Opportunities GP III, LLC, a Delaware limited liability company (“VSO GP III”), as the general partner of VSO III; |
| (ii) | Vertex Capital Advisors, LLC, a Delaware limited liability company (“Vertex Capital”), as the investment manager of each of Vertex Opportunities and VSO III; and |
| (viii) | Eric Singer, as the managing member of each of Vertex GP, VSO GP III and Vertex Capital. |
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The address of the principal office of each of the Reporting Persons is 825 Third Ave. 33rd Floor, New York, New York 10022.
(c) The principal business of Vertex Opportunities is investing in securities. The principal business of VSO III is investing in securities. The principal business of Vertex GP is acting as the general partner of Vertex Opportunities. The principal business of VSO GP III is acting as the general partner of VSO III. The principal business of Vertex Capital is serving as the investment manager to Vertex Opportunities, VSO III and certain other investment funds. The principal occupation of Mr. Singer is serving as the managing member of each of Vertex GP, VSO GP III and Vertex Capital.
(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
8
CUSIP NO. 05070J102
(f) Each of Vertex Opportunities, VSO III, Vertex GP, VSO GP III and Vertex Capital is organized under the laws of the State of Delaware. Mr. Singer is a citizen of the United States of America.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The Shares beneficially held by Vertex Opportunities and VSO III were acquired with its working capital in open market transactions (unless otherwise noted), as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 1,179,389 Shares beneficially owned by Vertex Opportunities is approximately $4,438,401, excluding brokerage commissions. The aggregate purchase price of the 500,000 Shares beneficially owned by VSO III is approximately $2,250,000, excluding brokerage commissions.
| Item 5. | Interest in Securities of the Issuer. |
Item 5(a)-(c) is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each Reporting Person is based upon 22,976,670 Shares outstanding, which is the total number of Shares outstanding as of October 31, 2014 as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 7, 2014.
| A. | Vertex Opportunities |
| (a) | As of the close of business on February 17, 2015, Vertex Opportunities beneficially owned 1,179,389 Shares. |
Percentage: Approximately 5.1%
| (b) | 1. Sole power to vote or direct vote: -0- |
| 2. Shared power to vote or direct vote: 1,179,389 |
| 3. Sole power to dispose or direct the disposition: -0- |
| 4. Shared power to dispose or direct the disposition: 1,179,389 |
| (c) | Vertex Opportunities has not entered into any transactions in the Shares since the filing of the Schedule 13D. |
| B. | VSO III |
| (a) | As of the close of business on February 17, 2015, VSO III beneficially owned 500,000 Shares. |
Percentage: Approximately 2.2%
| (b) | 1. Sole power to vote or direct vote: -0- |
| 2. Shared power to vote or direct vote: 500,000 |
| 3. Sole power to dispose or direct the disposition: -0- |
| 4. Shared power to dispose or direct the disposition: 500,000 |
9
CUSIP NO. 05070J102
| (c) | The transactions in the Shares by VSO III since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| C. | Vertex GP |
| (a) | Vertex GP, as the general partner of Vertex Opportunities, may be deemed the beneficial owner of the 1,179,389 Shares owned by Vertex Opportunities. |
Percentage: Approximately 5.1%
| (b) | 1. Sole power to vote or direct vote: -0- |
| 2. Shared power to vote or direct vote: 1,179,389 |
| 3. Sole power to dispose or direct the disposition: -0- |
| 4. Shared power to dispose or direct the disposition: 1,179,389 |
| (c) | Neither Vertex GP nor Vertex Opportunities has entered into any transactions in the Shares since the filing of the Schedule 13D. |
| D. | VSO GP III |
| (a) | VSO GP III, as the general partner of VSO III, may be deemed the beneficial owner of the 500,000 shares owned by VSO III. |
Percentage: Approximately 2.2%
| (b) | 1. Sole power to vote or direct vote: -0- |
| 2. Shared power to vote or direct vote: 500,000 |
| 3. Sole power to dispose or direct the disposition: -0- |
| 4. Shared power to dispose or direct the disposition: 500,000 |
| (c) | VSO GP III has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares on behalf of VSO III since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| E. | Vertex Capital |
| (a) | Vertex Capital, as the investment manager to Vertex Opportunities and VSO III, may be deemed the beneficial owner of the (i) 1,179,389 Shares owned by Vertex Opportunities and (ii) 500,000 Shares owned by VSO III. |
Percentage: Approximately 7.3%
| (b) | 1. Sole power to vote or direct vote: -0- |
| 2. Shared power to vote or direct vote: 1,679,389 |
| 3. Sole power to dispose or direct the disposition: -0- |
| 4. Shared power to dispose or direct the disposition: 1,679,389 |
10
CUSIP NO. 05070J102
| (c) | Vertex Capital has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares by Vertex Opportunities and VSO III, if any, since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| F. | Eric Singer |
| (a) | Mr. Singer, as the managing member of Vertex GP, VSO III GP and Vertex Capital, may be deemed the beneficial owner of the (i) 1,179,389 Shares owned by Vertex Opportunities and (ii) 500,000 Shares owned by VSO III. |
Percentage: Approximately 7.3%
| (b) | 1. Sole power to vote or direct vote: -0- |
| 2. Shared power to vote or direct vote: 1,679,389 |
| 3. Sole power to dispose or direct the disposition: -0- |
| 4. Shared power to dispose or direct the disposition: 1,679,389 |
| (c) | Mr. Singer has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares by Vertex Opportunities and VSO III, if any, since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
The filing of this Amendment No. 1 shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is amended to add the following:
On February 18, 2015, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
| Item 7. | Material to be Filed as Exhibits. |
| 99.1 | Joint Filing Agreement by and among Vertex Opportunities Fund, LP, Vertex Special Opportunities Fund III, LP, Vertex GP, LLC, Vertex Special Opportunities GP III, LLC, Vertex Capital Advisors, LLC and Eric Singer, dated February 18, 2015. |
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CUSIP NO. 05070J102
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 18, 2015
| Vertex Opportunities Fund, LP | |||
| By: | Vertex GP, LLC General Partner | ||
| By: | /s/ Eric Singer | ||
| Name: | Eric Singer | ||
| Title: | Managing Member | ||
| Vertex GP, LLC | |||
| By: | /s/ Eric Singer | ||
| Name: | Eric Singer | ||
| Title: | Managing Member | ||
| Vertex Special Opportunities Fund III, LP | |||
| By: | Vertex Special Opportunities GP III, LLC General Partner | ||
| By: | /s/ Eric Singer | ||
| Name: | Eric Singer | ||
| Title: | Managing Member | ||
| Vertex Special Opportunities GP III, LLC | |||
| By: | /s/ Eric Singer | ||
| Name: | Eric Singer | ||
| Title: | Managing Member | ||
| Vertex Capital Advisors, LLC | |||
| By: | /s/ Eric Singer | ||
| Name: | Eric Singer | ||
| Title: | Managing Member | ||
| /s/ Eric Singer | |
| Eric Singer |
12
CUSIP NO. 05070J102
SCHEDULE A
Transactions in Securities of the Issuer Since the Filing of the Schedule 13D
| Nature of the Transaction | Securities Purchased/(Sold) | Price Per Share($) | Date of Purchase / Sale |
VERTEX SPECIAL OPPORTUNITIES FUND III, LP
| Purchase of Common Stock | 500,000 | 4.5000 | 02/13/2015 |