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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Zavracky Paul M (Last) (First) (Middle) ONE TECH DRIVE STE 325 (Street) ANDOVER MA 01810 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MEMSIC Inc [ MEMS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) President, NA & EU Operations
	3. Date of Earliest Transaction (Month/Day/Year) 09/17/2013
	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	09/17/2013		S		47,524	D	$4.225(1)	0	D
Common Stock	09/17/2013		S		30,000	D	$4.225(2)	0	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
Stock Option (right to buy)	$0.3	09/17/2013		S			30,000	10/01/2007	10/01/2013	Common Stock	30,000(3)	$4.225	0	D
Stock Option (right to buy)	$0.3	09/17/2013		S			45,000	04/28/2009	04/28/2015	Common Stock	45,000(3)	$4.225	0	D
Stock Option (right to buy)	$1.75	09/17/2013		S			12,000	03/12/2013	03/12/2019	Common Stock	12,000(3)	$4.225	0	D
Stock Option (right to buy)	$3.35	09/17/2013		S			12,000	05/12/2014	05/12/2020	Common Stock	12,000(3)	$4.225	0	D
Stock Option (right to buy)	$3.41	09/17/2013		S			100,000	04/04/2015	04/04/2021	Common Stock	100,000(3)	$4.225	0	D
Stock Option (right to buy)	$2.15	09/17/2013		S			140,000	05/20/2016	05/20/2022	Common Stock	140,000(3)	$4.225	0	D
Stock Option (right to buy)	$6.4	09/17/2013		J			12,000	03/12/2012	03/12/2018	Common Stock	12,000(4)	$0	0	D

Explanation of Responses:

1. Pursuant to the terms of the Agreement and Plan of Merger, dated April 22, 2013, by and among MZ Investment Holdings Limited ("Parent"), MZ Investment Holdings Merger Sub Limited and MEMSIC, Inc. (the "Merger Agreement"; capitalized terms used but not defined herein have the meanings assigned to them in the Merger Agreement), at the Effective Time, each share of common stock of the Company held by the Reporting Person was cancelled and converted automatically into the right to receive $4.225 in cash. In connection with the closing of the Merger, the Reporting Person rolled over certain of their existing equity interests in the Company into equity shares of Parent.

2. Pursuant to the terms of the Merger Agreement, at the Effective Time, the RSUs held by the Reporting Person were converted into the right to receive an amount in cash equal to $4.225 per RSU. Pursuant to a rollover agreement entered into between Parent and the Reporting Person, certain RSUs held by the Reporting Person were converted into equity shares of Parent.

3. Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company Options held by the reporting person were converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of $4.225 per Common Share over the exercise price per Common Share of such Company Option multiplied by (ii) the total number of Common Shares subject to such Company Options (without regard to vesting). Pursuant to a rollover agreement entered into between Parent and the Reporting Person, certain Company Options held by the Reporting Person were converted into equity shares of Parent.

4. Pursuant to the terms of the Merger Agreement, at the Effective Time, out of money stock options were canceled.

	/s/ Patricia Niu, attorney-in-fact	09/19/2013
	** 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).
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