SEC Form 4 · accession 0001209191-17-034470
InvenSense Inc · INVN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Behrooz L. Abdi
Officer — CEO and President · Director
Period of report
May 18, 2017
Accepted (ET)
May 22, 2017 · 6:38 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001294924
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | May 18, 2017 | D | 230,315 | $13.00 | D | 20,000 | D | |
| Common StockF2 | May 18, 2017 | D | 20,000 | $13.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Unit (RSU)F5,F3,F4 | $0.00 | May 18, 2017 | D | 210,000 | D | — | — | Common Stock | 210,000 | 0 | D |
| Stock Option (right to buy)F7,F8,F6 | $5.65 | May 18, 2017 | D | 12,500 | D | — | May 16, 2026 | Common Stock | 12,500 | 187,500 | D |
| Stock Option (right to buy)F9,F6 | $5.65 | May 18, 2017 | D | 187,500 | D | — | May 16, 2026 | Common Stock | 187,500 | 0 | D |
| Stock Option (right to buy)F11,F10 | $7.32 | May 18, 2017 | D | 28,125 | D | — | Jul 8, 2021 | Common Stock | 28,125 | 0 | D |
| Stock Option (right to buy)F13,F12 | $11.57 | May 18, 2017 | D | 789,540 | D | — | Oct 23, 2022 | Common Stock | 789,540 | 0 | D |
| Stock Option (right to buy)F13,F15,F14 | $11.57 | May 18, 2017 | D | 535,743 | D | — | Oct 23, 2022 | Common Stock | 535,743 | 86,412 | D |
| Stock Option (right to buy)F16,F14 | $11.57 | May 18, 2017 | D | 86,412 | D | — | Oct 23, 2022 | Common Stock | 86,412 | 0 | D |
Explanation of responses
- F1Disposed of in connection with the acquisition of the Issuer by TDK Corporation (the "Merger") pursuant to the Agreement and Plan of Merger, dated as of December 21, 2016, by and among the Issuer, TDK Corporation and TDK Sensor Solutions Corporation, (the "Merger Agreement"), whereby each share of Issuer common stock ("Issuer Common Stock") other than certain shares owned by the Issuer, TDK Corporation and their respective subsidiaries and shares subject to appraisal rights, was automatically cancelled and converted into the right to receive $13.00 in cash, without interest (the "Merger Consideration"). Pursuant to the terms of the applicable letter agreement entered into in connection with the Merger, 20% (5,000 shares) of the unvested shares of restricted Issuer Common Stock held by the Reporting Person became fully vested upon the change in control of the Issuer effected by the Merger.
- F10Represents the shares subject to the options that were unvested as of October 23, 2012 when the reporting person and InvenSense, Inc. entered into an employment agreement and the shares subject to the options became vested as of October 24, 2012.
- F11Disposed of pursuant to the Merger Agreement, whereby each vested option to acquire Issuer Common Stock with an exercise price less than the Merger Consideration was cancelled in exchange for the right to receive a cash payment equal to the product of the total number of shares subject to the vested option multiplied by the amount by which the Merger Consideration exceeds the exercise price per share of such vested option ($5.68).
- F1225% of the award will vest one year following the October 24, 2012 grant date, with monthly vesting thereafter at the rate of 1/48th per month.
- F13Disposed of pursuant to the Merger Agreement, whereby each vested option to acquire Issuer Common Stock with an exercise price less than the Merger Consideration was cancelled in exchange for the right to receive a cash payment equal to the product of the total number of shares subject to the vested option multiplied by the amount by which the Merger Consideration exceeds the exercise price per share of such vested option ($1.43).
- F14The award will vest ratably at a rate of 1/48th per month after commencement of vesting, and vesting commencing for such shares in even thirds of 207,385 shares upon the closing price of the Company's publicly traded stock equaling or exceeding $15.00, $17.50 and $20.00, respectively, for a periods of 20 consecutive trading days. The vesting commencement dates were July 26, 2013, October 22, 2013 and March 19, 2014 respectively.
- F15Represents the Reporting Person's remaining unvested option disposed of in exchange for the contingent right to receive the cash value thereof, as described in footnote (16) below.
- F16Represents the Reporting Person's remaining unvested option with an exercise price less than the Merger Consideration disposed of in exchange for the contingent right to receive the cash value thereof (calculated by reference to the amount by which the Merger Consideration exceeds the exercise price per share of such unvested option ($1.43)), assuming the Reporting Person's satisfaction of all vesting conditions that would have related to the terminated unvested option (including continued employment requirements through the applicable date(s) of vesting).
- F2Represents the Reporting Person's remaining unvested shares of restricted Issuer Common Stock disposed of in exchange for the contingent right to receive the cash value thereof (calculated by reference to the Merger Consideration of $13.00 per share), assuming the Reporting Person's satisfaction of all vesting conditions that would have related to the terminated unvested shares of restricted Issuer Common Stock (including continued employment requirements through the applicable date(s) of vesting).
- F3Each Restricted Stock Unit ("RSU") represents a contingent right to receive at settlement one share of Invensense common stock at no cost.
- F4Subject to the Reporting Person's continuing employment and the provisions in the Invensense's standard form of RSU award agreement, the shares will commence vesting as of the Grant Date and vest at a rate of 25% annually. Shares will be delivered to the reporting person on each vest date.
- F5Represents the Reporting Person's remaining unvested RSUs disposed of in exchange for the contingent right to receive the cash value thereof (calculated by reference to the Merger Consideration of $13.00 per share), assuming the Reporting Person's satisfaction of all vesting conditions that would have related to the terminated unvested RSUs (including continued employment requirements through the applicable date(s) of vesting).
- F6The option will vest ratably at a rate of 1/48th per month after commencement of vesting, and vesting commencing for such shares upon the closing price of InvenSense's publicly traded stock equaling or exceeding $12.50 per share for a period of 20 consecutive trading days. The vesting commencement date was January 21, 2017.
- F7Disposed of pursuant to the Merger Agreement, whereby each vested option to acquire Issuer Common Stock with an exercise price less than the Merger Consideration was cancelled in exchange for the right to receive a cash payment equal to the product of the total number of shares subject to the vested option multiplied by the amount by which the Merger Consideration exceeds the exercise price per share of such vested option ($7.35).
- F8Represents the Reporting Person's remaining unvested option disposed of in exchange for the contingent right to receive the cash value thereof, as described in footnote (9) below.
- F9Represents the Reporting Person's remaining unvested option with an exercise price less than the Merger Consideration disposed of in exchange for the contingent right to receive the cash value thereof (calculated by reference to the amount by which the Merger Consideration exceeds the exercise price per share of such unvested option ($7.35)), assuming the Reporting Person's satisfaction of all vesting conditions that would have related to the terminated unvested option (including continued employment requirements through the applicable date(s) of vesting).