InvenSense Form 4/A InvenSense / VENTURES L P ARTIMAN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Artiman, L.L.C.

(Last) (First) (Middle)

2000 UNIVERSITY AVENUE, SUITE 602

(Street)

EAST PALO ALTO CA 94303

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
InvenSense Inc [ INVN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/30/2013

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/28/2013		J(1)		537,486	D	$0.00	10,212,225	I	See Footnote(4)
Common Stock	08/28/2013		J(2)		3,473	D	$0.00	65,985	I	See Footnote(5)
Common Stock	08/28/2013		J(3)		7,026	D	$0.00	133,502	I	See Footnote(6)
Common Stock	08/28/2013		J(7)		5,433	A	$0.00	5,433	D(8)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Artiman, L.L.C.

(Last) (First) (Middle)

2000 UNIVERSITY AVENUE, SUITE 602

(Street)

EAST PALO ALTO CA 94303

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ARTIMAN VENTURES L P

(Last) (First) (Middle)

2000 UNIVERSITY AVENUE, SUITE 602

(Street)

EAST PALO ALTO CA 94303

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ARTIMAN VENTURES SIDE FUND L P

(Last) (First) (Middle)

2000 UNIVERSITY AVENUE, SUITE 602

(Street)

EAST PALO ALTO CA 94303

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Artiman Ventures Side Fund II, L.P.

(Last) (First) (Middle)

2000 UNIVERSITY AVENUE, SUITE 602

(Street)

EAST PALO ALTO CA 94303

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Shah Amit

(Last) (First) (Middle)

C/O ARTIMAN VENTURES

2000 UNIVERSITY AVE, SUITE 602

(Street)

EAST PALO ALTO CA 94303

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mundkur Yatin

(Last) (First) (Middle)

2000 UNIVERSITY AVENUE, SUITE 602

(Street)

EAST PALO ALTO CA 94303

(City) (State) (Zip)

Explanation of Responses:

1. Artiman Ventures, L.P. made pro rata distributions in kind for no consideration of 537,486 shares of common stock of the issuer to its partners on August 28, 2013. The distributions were made in accordance with the exemption afforded by Rule 16a-13 of the Securities Exchange Act of 1934, as amended.

2. Artiman Ventures Side Fund, L.P. made pro rata distributions in kind for no consideration of 3,473 shares of common stock of the issuer to its partners on August 28, 2013. The distributions were made in accordance with the exemption afforded by Rule 16a-13 of the Securities Exchange Act of 1934, as amended.

3. Artiman Ventures Side Fund II, L.P. made pro rata distributions in kind for no consideration of 7,026 shares of common stock of the issuer to its partners on August 28, 2013. The distributions were made in accordance with the exemption afforded by Rule 16a-13 of the Securities Exchange Act of 1934, as amended.

4. Securities directly held by Artiman Ventures, L.P. Shah and Mundkur are the Managing Members of Artiman, L.L.C., the General Partner of Artiman Ventures, L.P., and disclaim beneficial ownership of the securities held by Artiman Ventures, L.P. except to the extent of their pecuniary interest therein, if any.

5. Securities directly held by Artiman Ventures Side Fund, L.P. Shah and Mundkur are the Managing Members of Artiman, L.L.C., the General Partner of Artiman Ventures Side Fund, L.P., and disclaim beneficial ownership of the securities held by Artiman Ventures Side Fund, L.P. except to the extent of their pecuniary interest therein, if any.

6. Securities directly held by Artiman Ventures Side Fund II, L.P. Shah and Mundkur are the Managing Members of Artiman, L.L.C., the General Partner of Artiman Ventures Side Fund II, L.P., and disclaim beneficial ownership of the securities held by Artiman Ventures Side Fund II, L.P. except to the extent of their pecuniary interest therein, if any.

7. Artiman, L.L.C., the General Partner of Artiman Ventures, L.P., Artiman Ventures Side Fund, L.P., and Artiman Ventures Side Fund II, L.P. received in-kind distributions of 5,328 shares from Artiman Ventures, L.P., 35 shares from Artiman Ventures Side Fund, L.P., and 70 shares from Artiman Ventures Side Fund II, L.P. for no consideration.

8. The reported securities are held by Artiman, L.L.C., a limited liability company of which Shah and Mundkur are the Managing Members and disclaims beneficial ownership of the securities except to the extent of their pecuniary interest therein, if any.

Remarks:

Amit Shah ("Shah") and Yatin Mundkur ("Mundkur") were inadvertently omitted as reporting persons from the original Form 4 filing. As of October 1, 2012, Shah and Mundkur were Managing Members of Artiman, L.L.C., the General Partner of each of Artiman Ventures, L.P., Artiman Ventures Side Fund, L.P., and Artiman Ventures Side Fund II, L.P. (together, the "Artiman Funds"). Shah and Mundkur disclaim beneficial ownership of the securities held by the Artiman Funds except to the extent of their pecuniary interest therein, if any.

	/s/ Amit Shah, as Managing Member of Artiman, L.L.C., General Partner of each of Artiman Ventures, L.P., Artiman Ventures Side Fund, L.P., and Artiman Ventures Side Fund II, L.P.	07/24/2015
	/s/ Amit Shah	07/24/2015
	/s/ Yatin Mundkur	07/24/2015
	** Signature of Reporting Person	Date
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