InvenSense Form 4 InvenSense / Daniel Goehl 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^*

Goehl Daniel

(Last) (First) (Middle)

C/O INVENSENSE INC.

1745 TECHNOLOGY DRIVE

(Street)

SAN JOSE CA 95110

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

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2015

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

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

X	Form filed by One Reporting Person
	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	05/15/2015		M		3,750	A	$0.00(1)	3,750	D
Common Stock	05/15/2015		M		2,000	A	$0.00(1)	5,750	D
Common Stock	05/15/2015		S(2)		5,750	D	$14.4553(3)	0	D
Common Stock	05/15/2015		A		20,000(4)	A	$0.00	20,000	D

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
Restricted Stock Unit (RSU)	$0.00(1)	05/15/2015		M			3,750	(5)	(5)	Common Stock	3,750	$0.00	49,250	D
Restricted Stock Unit (RSU)	$0.00(1)	05/15/2015		M			2,000	(6)	(6)	Common Stock	2,000	$0.00	47,250	D
Stock Option (right to buy)	$14.57	05/15/2015		A		80,000		(7)	05/15/2025	Common Stock	80,000	$0.00	80,000	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive at settlement one share of Invensense common stock at no cost.

2. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 Sales Plan adopted by the reporting person on March 12, 2015.

3. This transaction was executed in multiple trades at prices ranging from $14.35 to $14.60; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request

4. Represents a grant of unvested restricted stock. 25% of the award will vest and become subject to release from restrictions annually over the next four years beginning May 15, 2016.

5. Subject 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.

6. Subject to the Reporting Person's continuing employment and the provisions in Invensense's standard form of RSU award agreement, 25% of the shares will vest one year from the Grant Date, 25% of the shares will vest on 8/15/15, 25% of the shares will vest on 11/15/15 and 25% of the shares will vest on 2/15/16. Shares will be delivered to the reporting person on each vest date.

7. The option vests monthly over 4 years following the vesting commencement date of May 15, 2015, at the rate of 1/48 per month.

Remarks:

	/s/ Adam Tachner, Attorney-in-Fact for: Daniel Goehl	05/18/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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