0001193125-12-060222.txt : 20120214 0001193125-12-060222.hdr.sgml : 20120214 20120214145705 ACCESSION NUMBER: 0001193125-12-060222 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: InvenSense Inc CENTRAL INDEX KEY: 0001294924 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86625 FILM NUMBER: 12608205 BUSINESS ADDRESS: STREET 1: 1197 BORREGAS AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 650) 493-9300 MAIL ADDRESS: STREET 1: 1197 BORREGAS AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94089 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: QUALCOMM INC/DE CENTRAL INDEX KEY: 0000804328 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 953685934 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 5775 MOREHOUSE DR CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8585871121 MAIL ADDRESS: STREET 1: 5775 MOREHOUSE DR CITY: SAN DIEGO STATE: CA ZIP: 92121 SC 13G 1 d301730dsc13g.htm SCHEDULE 13G Schedule 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1 (b), (c) and (d) AND AMENDMENTS THERETO

FILED PURSUANT TO RULE 13d-2*

 

 

 

InvenSense, Inc.

(Name of Issuer)

 

 

 

Common Stock, par value $0.001

(Title of Class of Securities)

 

46123D205

(CUSIP Number)

 

December 31, 2011

(Date of Event Which Requires Filing of this Statement)

 

 

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

 


 

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

QUALCOMM Incorporated                     I.D. No. 95-3685934

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

 

SEC USE ONLY

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

BENEFICIALLY

OWNED BY

EACH

     

SOLE VOTING POWER

 

4,533,105

     

SHARED VOTING POWER

 

0

     

SOLE DISPOSITIVE POWER

 

4,533,105

     

SHARED DISPOSITIVE POWER

 

0

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,533,105

10 

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ¨

 

11 

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.71%1

12 

 

TYPE OF REPORTING PERSON

 

CO

 

1 

This percentage is calculated based upon 79,322,687 shares of the Issuer’s common stock outstanding as reported on the Issuer’s Form 424B4, filed with the Securities and Exchange Commission on November 16, 2011.


Item 1.

 

  (a) Name of Issuer

The name of the issuer is InvenSense, Inc. (the “Issuer”).

 

  (b) Address of the Issuer’s Principal Executive Offices

1197 Borregas Avenue

Sunnyvale, CA 94089

 

Item 2.

 

  (a) Name of Person Filing

QUALCOMM Incorporated

 

  (b) Address of Principal Business Office or, if none, Residence

5775 Morehouse Dr., San Diego, California 92121

 

  (c) Citizenship

QUALCOMM Incorporated is a Delaware corporation

 

  (d) Title of Class of Securities

Common Stock, par value $0.001

 

  (e) CUSIP Number

46123D205

 

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 420.13d-2(b) or (c), check whether the person filing is a:

Not Applicable

 

(a)    ¨         Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
(b)    ¨         Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)    ¨         Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)    ¨         Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)    ¨         An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)    ¨         An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)    ¨         A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G)
(h)    ¨         A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)    ¨         A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)    ¨         Group, in accordance with § 240.13d-1(b)(1)(ii)(J).

 

Item 4. Ownership

 

  (a) Amount beneficially owned: 4,533,105

 

  (b)

Percent of class: 5.71%1


  (c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote: 4,533,105

 

  (ii) Shared power to vote or to direct the vote: 0

 

  (iii) Sole power to dispose or to direct the disposition of: 4,533,105

 

  (iv) Shared power to dispose or to direct the disposition of: 0

 

1 

This percentage is calculated based upon 79,322,687 shares of the Issuer’s common stock outstanding as reported on the Issuer’s Form 424B4, filed with the Securities and Exchange Commission on November 16, 2011.

 

Item 5. Ownership of Five Percent or Less of a Class.

If this Schedule is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ¨.

Not Applicable.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

Not Applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this Schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

Not Applicable.

 

Item 8. Identification and Classification of Members of the Group.

If a group has filed this Schedule pursuant to Rule 13d-1(b)(1)(ii)(J), so indicate under item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this Schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.

Not Applicable.


Item 9. Notice of Dissolution of Group.

Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

Not Applicable.

 

Item 10. Certification.

Not Applicable.


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2012

 
 

/s/ Richard F. Grannis

Richard F. Grannis,

Senior Vice President and Treasurer