SEC Form 4 · accession 0001209191-17-034507

InvenSense Inc · INVN

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

Reporting owner

Amit Shah

Director

Period of report

May 18, 2017

Accepted (ET)

May 22, 2017 · 7:29 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	D/I	Nature of ownership
Common Stock^F1	May 18, 2017	D	28,858	$13.00	D	D
Common Stock^F1,F2	May 18, 2017	D	6,306,901	$13.00	D	I	By Artiman Ventures, L.P.
Common Stock^F1,F3	May 18, 2017	D	40,044	$13.00	D	I	Artiman Ventures Side Fund, L.P.
Common Stock^F1,F4	May 18, 2017	D	82,459	$13.00	D	I	By Artiman Ventures Side Fund II, L.P.
Common Stock^F1,F5	May 18, 2017	D	19,943	$13.00	D	I	By Baca, L.P.
Common Stock^F1,F6	May 18, 2017	D	16,667	$13.00	D	I	By Artiman Management, L.L.C.
Common Stock^F1,F7	May 18, 2017	D	15,497	$13.00	D	I	By Artiman, L.L.C.

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)^F10,F8,F9	$0.00	May 18, 2017	D	15,638	D	—	—	Common Stock	15,638	0	D
Stock Option (right to buy)^F12,F11	$10.11	May 18, 2017	D	20,000	D	—	Apr 14, 2023	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").
F10Disposed 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.
F11The option vests over 1 year following the vesting commencement date of December 15, 2013, at the rate of 1/12 per month.
F12Disposed 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 ($2.89).
F2Securities directly held by Artiman Ventures, L.P. Reporting Person is a Managing Member of Artiman, L.L.C., the General Partner of Artiman Ventures, L.P., and disclaims beneficial ownership of the securities held by Artiman Ventures, L.P. except to the extent of his pecuniary interest therein, if any.
F3Securities directly held by Artiman Ventures Side Fund, L.P. Reporting Person is a Managing Member of Artiman, L.L.C., the General Partner of Artiman Ventures Side Fund, L.P., and disclaims beneficial ownership of the securities held by Artiman Ventures Side Fund, L.P. except to the extent of his pecuniary interest therein, if any.
F4Securities directly held by Artiman Ventures Side Fund II, L.P. Reporting Person is a Managing Member of Artiman, L.L.C., the General Partner of Artiman Ventures Side Fund II, L.P., and disclaims beneficial ownership of the securities held by Artiman Ventures Side Fund II, L.P. except to the extent of his pecuniary interest therein, if any.
F5The reported securities are held by Baca, L.P., a limited partnership of which the reporting person is the general partner. The reporting person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein, if any.
F6The reported securities are held by Artiman Management, L.L.C., a limited liability company of which the reporting person is a Managing Member. The reporting person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein, if any.
F7The reported securities are held by Artiman, L.L.C., a limited liability company of which the reporting person is a Managing Member. The reporting person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein, if any.
F8Each Restricted Stock Unit ("RSU") represents a contingent right to receive at settlement one share of Invensense common stock at no cost.
F9Subject 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.