SEC Form 4 · accession 0001209191-17-034476
InvenSense Inc · INVN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mozafar Maghsoudnia
Officer — VP Technology & Worldwide Manu
Period of report
May 18, 2017
Accepted (ET)
May 22, 2017 · 6:47 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 | 78,794 | $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 | 71,750 | D | — | — | Common Stock | 71,750 | 0 | D |
| Stock Option (right to buy)F6,F5 | $5.65 | May 18, 2017 | D | 260,000 | D | — | May 16, 2026 | Common Stock | 260,000 | 0 | D |
| Stock Option (right to buy)F8,F7 | $11.95 | May 18, 2017 | D | 25,000 | D | — | Jun 15, 2022 | Common Stock | 25,000 | 0 | D |
| Stock Option (right to buy)F10,F9 | $11.95 | May 18, 2017 | D | 200,000 | D | — | Jun 15, 2022 | Common Stock | 200,000 | 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.
- F10Disposed 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 ($1.05). Pursuant to the terms of the Reporting Person's separation agreement with the Issuer, 100% of the unvested options held by the Reporting Person became fully vested upon the change in control of the Issuer effected by the Merger.
- 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.
- F4Disposed of pursuant to the Merger Agreement, whereby each vested restricted stock unit of Issuer Common Stock ("RSU") was cancelled in exchange for the right to receive a cash payment equal to the product of the Merger Consideration multiplied by the total number of shares subject to the vested RSU. Pursuant to the terms of the Reporting Person's separation agreement with the Issuer, 100% (71,750 shares) of the unvested RSUs held by the Reporting Person became fully vested upon the change in control of the Issuer effected by the Merger.
- 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). Pursuant to the terms of the Reporting Person's separation agreement with the Issuer, 100% (195,000 shares) of the unvested options held by the Reporting Person became fully vested upon the change in control of the Issuer effected by the Merger.
- F7The shares subject to this option shall vest 100% on June 11, 2017.
- F8Disposed 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 ($1.05). Pursuant to the terms of the Reporting Person's separation agreement with the Issuer, 100% (25,000 shares) of the unvested options held by the Reporting Person became fully vested upon the change in control of the Issuer effected by the Merger.
- F925% of the shares subject to the option vest 1 year following the vesting commencement date of June 11, 2012, with monthly vesting thereafter at the rate of 1/48th per month.