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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol InvenSense Inc [ INVN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/18/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 05/18/2017 | D | 28,858 | D | $13(1) | 0 | D | |||
| Common Stock | 05/18/2017 | D | 6,306,901 | D | $13(1) | 0 | I | By Artiman Ventures, L.P.(2) | ||
| Common Stock | 05/18/2017 | D | 40,044 | D | $13(1) | 0 | I | Artiman Ventures Side Fund, L.P.(3) | ||
| Common Stock | 05/18/2017 | D | 82,459 | D | $13(1) | 0 | I | By Artiman Ventures Side Fund II, L.P.(4) | ||
| Common Stock | 05/18/2017 | D | 19,943 | D | $13(1) | 0 | I | By Baca, L.P.(5) | ||
| Common Stock | 05/18/2017 | D | 16,667 | D | $13(1) | 0 | I | By Artiman Management, L.L.C.(6) | ||
| Common Stock | 05/18/2017 | D | 15,497 | D | $13(1) | 0 | I | By Artiman, L.L.C.(7) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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(8) | 05/18/2017 | D | 15,638 | (9) | (9) | Common Stock | 15,638 | (10) | 0 | D | ||||
| Stock Option (right to buy) | $10.11 | 05/18/2017 | D | 20,000 | (11) | 04/14/2023 | Common Stock | 20,000 | (12) | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed 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"). |
| 2. Securities 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. |
| 3. Securities 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. |
| 4. Securities 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. |
| 5. The 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. |
| 6. The 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. |
| 7. The 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. |
| 8. Each Restricted Stock Unit ("RSU") represents a contingent right to receive at settlement one share of Invensense common stock at no cost. |
| 9. Subject 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. |
| 10. Disposed 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. |
| 11. The option vests over 1 year following the vesting commencement date of December 15, 2013, at the rate of 1/12 per month. |
| 12. Disposed 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). |
| Remarks: |
| David Young, Attorney-in-Fact For: Amit Shah | 05/22/2017 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||