SEC Form 4 · accession 0001209191-17-034474

InvenSense Inc · INVN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Mark P Dentinger

Officer — Chief Financial Officer

Period of report

May 18, 2017

Accepted (ET)

May 22, 2017 · 6:44 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 Stock^F1	May 18, 2017	D	43,457	$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)^F4,F2,F3	$0.00	May 18, 2017	D	117,500	D	—	—	Common Stock	117,500	0	D
Stock Option (right to buy)^F6,F7,F5	$5.65	May 18, 2017	D	87,500	D	—	May 16, 2026	Common Stock	87,500	262,500	D
Stock Option (right to buy)^F8,F5	$5.65	May 18, 2017	D	262,500	D	—	May 16, 2026	Common Stock	262,500	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"). Includes shares of Issuer Common Stock purchased May 15, 2017 pursuant to Issuer's 2013 Employee Stock Purchase Plan, as amended on September 16, 2016.
F2Each Restricted Stock Unit ("RSU") represents a contingent right to receive at settlement one share of Invensense common stock at no cost.
F3Subject 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.
F4Represents 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).
F5The option vests monthly over 4 years following the vesting commencement date of May 15, 2016, at the rate of 1/48 per month.
F6Disposed 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).
F7Represents 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 (8) below.
F8Represents 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).