InvenSense Form 4 InvenSense / Amit Shah 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^*

Shah Amit

(Last) (First) (Middle)

C/O ARTIMAN VENTURES

2000 UNIVERSITY AVE, 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2016

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	02/04/2016		S(1)		130,942	D	$7.5309(7)	6,882,228	I	See Footnote(1)
Common Stock	02/04/2016		S(2)		846	D	$7.5309(7)	43,762	I	See Footnote(2)
Common Stock	02/04/2016		S(3)		1,712	D	$7.5309(7)	89,979	I	See Footnote(3)
Common Stock	02/05/2016		S(1)		133,885	D	$7.355(8)	6,748,343	I	See Footnote(1)
Common Stock	02/05/2016		S(2)		865	D	$7.355(8)	42,897	I	See Footnote(2)
Common Stock	02/05/2016		S(3)		1,750	D	$7.355(8)	88,229	I	See Footnote(3)
Common Stock								8,408	D
Common Stock								15,497	I	See Footnote(6)
Common Stock								16,667	I	See Footnote(5)
Common Stock								19,943	I	See Footnote(4)
Common Stock	02/08/2016		S(1)		82,748	D	$7.0289(9)	6,665,595	I	See Footnote(1)
Common Stock	02/08/2016		S(2)		535	D	$7.0289(9)	42,362	I	See Footnote(2)
Common Stock	02/08/2016		S(3)		1,082	D	$7.0289(9)	87,147	I	See Footnote(3)

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

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. The reported securities are held by Baca, LP, 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.

5. The reported securities are held by Artiman Management, LLC, 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.

6. 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.

7. The price reported in column 4 is a weighted average price ranging from $7.40 to $7.69, inclusive.

8. The price reported in column 4 is a weighted average price ranging from $7.12 to $7.72, inclusive.

9. The price reported in column 4 is a weighted average price ranging from $7.00 to $7.09, inclusive.

	/s/ Amit Shah	02/08/2016
	** 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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