SEC FORM 4

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

(Street)

PALO ALTO

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)
11/17/2011

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/21/2011		C⁽¹⁾		9,808,397	A	⁽¹⁾	9,808,397	I	See footnote.⁽²⁾
Common Stock	11/21/2011		C⁽¹⁾		63,377	A	⁽¹⁾	63,377	I	See footnote.⁽³⁾
Common Stock	11/21/2011		C⁽¹⁾		128,225	A	⁽¹⁾	128,225	I	See footnote.⁽⁴⁾
Common Stock	11/21/2011		C⁽¹⁾		3,959,255	A	⁽¹⁾	13,767,652	I	See footnote.⁽²⁾
Common Stock	11/21/2011		C⁽¹⁾		25,585	A	⁽¹⁾	88,962	I	See footnote.⁽³⁾
Common Stock	11/21/2011		C⁽¹⁾		51,757	A	⁽¹⁾	179,982	I	See footnote.⁽⁴⁾
Common Stock	11/21/2011		C⁽⁵⁾		1,361,166	A	⁽⁵⁾	15,128,818	I	See footnote.⁽²⁾
Common Stock	11/21/2011		C⁽⁵⁾		8,795	A	⁽⁵⁾	97,757	I	See footnote.⁽³⁾
Common Stock	11/21/2011		C⁽⁵⁾		17,794	A	⁽⁵⁾	197,776	I	See footnote.⁽⁴⁾
Common Stock	11/17/2011		S		369,165	D	$7.5	14,759,653	I	See footnote.⁽²⁾
Common Stock	11/17/2011		S		2,385	D	$7.5	95,372	I	See footnote.⁽³⁾
Common Stock	11/17/2011		S		4,826	D	$7.5	192,950	I	See footnote.⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	11/21/2011		C⁽¹⁾			3,923,359	⁽¹⁾	⁽¹⁾	Common Stock	9,808,397	⁽¹⁾	0	I	See footnote.⁽²⁾
Series A Preferred Stock	⁽¹⁾	11/21/2011		C⁽¹⁾			25,351	⁽¹⁾	⁽¹⁾	Common Stock	63,377	⁽¹⁾	0	I	See footnote.⁽³⁾
Series A Preferred Stock	⁽¹⁾	11/21/2011		C⁽¹⁾			51,290	⁽¹⁾	⁽¹⁾	Common Stock	128,225	⁽¹⁾	0	I	See footnote.⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	11/21/2011		C⁽¹⁾			1,583,702	⁽¹⁾	⁽¹⁾	Common Stock	3,959,255	⁽¹⁾	0	I	See footnote.⁽²⁾
Series B Preferred Stock	⁽¹⁾	11/21/2011		C⁽¹⁾			10,234	⁽¹⁾	⁽¹⁾	Common Stock	25,585	⁽¹⁾	0	I	See footnote.⁽³⁾
Series B Preferred Stock	⁽¹⁾	11/21/2011		C⁽¹⁾			20,703	⁽¹⁾	⁽¹⁾	Common Stock	51,757	⁽¹⁾	0	I	See footnote.⁽⁴⁾
Series C Preferred Stock	⁽⁵⁾	11/21/2011		C⁽⁵⁾			1,361,166	⁽⁵⁾	⁽⁵⁾	Common Stock	1,361,166	⁽⁵⁾	0	I	See footnote.⁽²⁾
Series C Preferred Stock	⁽⁵⁾	11/21/2011		C⁽⁵⁾			8,795	⁽⁵⁾	⁽⁵⁾	Common Stock	8,795	⁽⁵⁾	0	I	See footnote.⁽³⁾
Series C Preferred Stock	⁽⁵⁾	11/21/2011		C⁽⁵⁾			17,794	⁽⁵⁾	⁽⁵⁾	Common Stock	17,794	⁽⁵⁾	0	I	See footnote.⁽⁴⁾

1. Name and Address of Reporting Person^*

Artiman, L.L.C.

(Last)

(First)

(Middle)

2000 UNIVERSITY AVENUE

(Street)

PALO ALTO

94303

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Artiman Ventures Side Fund II, L.P.

(Last)

(First)

(Middle)

2000 UNIVERSITY AVENUE

(Street)

PALO ALTO

94303

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ARTIMAN VENTURES SIDE FUND L P

(Last)

(First)

(Middle)

2000 UNIVERSITY AVENUE

(Street)

PALO ALTO

94303

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ARTIMAN VENTURES L P

(Last)

(First)

(Middle)

2000 UNIVERSITY AVENUE

(Street)

PALO ALTO

94303

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Each share of Series A Preferred Stock or Series B Preferred Stock automatically converted into Common Stock on a 1:2.5 basis upon the completion of the Issuer's initial public offering and had no expiration date.

2. Securities directly held by Artiman Ventures, L.P. Amit Shah, Yatin Mundkur and Saurabh Srivastava are the Managing Members of Artiman, L.L.C., the General Partner of Artiman Ventures, L.P., and may be deemed to have voting control and investment power over the securities held by Artiman Ventures, L.P., but disclaim beneficial ownership of the securities held by Artiman Ventures, L.P. except to the extent of their pecuniary interest therein.

3. Securities directly held by Artiman Ventures Side Fund, L.P. Amit Shah, Yatin Mundkur and Saurabh Srivastava are the Managing Members of Artiman, L.L.C., the General Partner of Artiman Ventures Side Fund, L.P., and may be deemed to have voting control and investment power over the securities held by Artiman Ventures Side Fund, L.P., but disclaim beneficial ownership of the securities held by Artiman Ventures Side Fund, L.P. except to the extent of their pecuniary interest therein.

4. Securities directly held by Artiman Ventures Side Fund II, L.P. Amit Shah, Yatin Mundkur and Saurabh Srivastava are the Managing Members of Artiman, L.L.C., the General Partner of Artiman Ventures Side Fund II, L.P., and may be deemed to have voting control and investment power over the securities held by Artiman Ventures Side Fund II, L.P., but disclaims beneficial ownership of the securities held by Artiman Ventures Side Fund II, L.P. except to the extent of their pecuniary interest therein.

5. Each share of Series C Preferred Stock automatically converted into Common Stock on a 1:1 basis upon the completion of the Issuer's initial public offering and had no expiration date.

	/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.	11/21/2011
	** Signature of Reporting Person	Date
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