SEC Form 4 · accession 0001209191-17-034499
InvenSense Inc · INVN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jon A Olson
Director
Period of report
May 18, 2017
Accepted (ET)
May 22, 2017 · 7:13 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 | 44,030 | $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 | 15,638 | D | — | — | Common Stock | 15,638 | 0 | D |
| Stock Option (right to buy)F6,F5 | $7.32 | May 18, 2017 | D | 90,000 | D | — | Oct 20, 2021 | Common Stock | 90,000 | 0 | D |
| Stock Option (right to buy)F8,F7 | $11.85 | May 18, 2017 | D | 20,000 | D | — | Oct 21, 2022 | Common Stock | 20,000 | 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").
- 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 service to the corporation and the provisions in the Invensense's standard form of RSU award agreement, the shares will vest on December 31, 2017. Shares will be delivered to the reporting person on each vest date; provided, however, that settlement of each RSU will be deferred to the first permissible trading day for the corporation's common stock, if later than the applicable vesting date, but no later than March 15th of the year following the vesting 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 applicable RSU award agreement, 100% 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 October 21, 2011, 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 ($5.68).
- F7The option vests over 1 year following the vesting commencement date of October 21, 2015 at the rate of 1/12th per month.
- 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 ($1.15).