SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Artiman, L.L.C.

(Last) (First) (Middle)
2000 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94303

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/15/2011
3. Issuer Name and Ticker or Trading Symbol
InvenSense Inc [ INVN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) (1) Common Stock 9,808,397 (2) (2) I See footnote. (3)
Series A Preferred Stock (1) (1) Common Stock 63,377 (2) (2) I See footnote. (4)
Series A Preferred Stock (1) (1) Common Stock 128,225 (2) (2) I See footnote. (5)
Series B Preferred Stock (1) (1) Common Stock 3,959,255 (2) (2) I See footnote. (3)
Series B Preferred Stock (1) (1) Common Stock 25,585 (2) (2) I See footnote. (4)
Series B Preferred Stock (1) (1) Common Stock 51,757 (2) (2) I See footnote. (5)
Series C Preferred Stock (1) (1) Common Stock 1,361,166 (6) (6) I See footnote. (3)
Series C Preferred Stock (1) (1) Common Stock 8,795 (6) (6) I See footnote. (4)
Series C Preferred Stock (1) (1) Common Stock 17,794 (6) (6) I See footnote. (5)
1. Name and Address of Reporting Person*
Artiman, L.L.C.

(Last) (First) (Middle)
2000 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94303

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ARTIMAN VENTURES SIDE FUND L P

(Last) (First) (Middle)
2000 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94303

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ARTIMAN VENTURES L P

(Last) (First) (Middle)
2000 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94303

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Artiman Ventures Side Fund II, L.P.

(Last) (First) (Middle)
2000 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94303

(City) (State) (Zip)
Explanation of Responses:
1. The securities are preferred stock of the Issuer. These securities are immediately convertible and do not have an expiration date.
2. Each share of Series A Preferred Stock or Series B Preferred Stock will automatically convert into Common Stock on a 1:2.5 basis upon the completion of the Issuer's initial public offering.
3. 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.
4. 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.
5. 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.
6. Each share of Series C Preferred Stock will automatically convert into Common Stock on a 1:1 basis upon the completion of the Issuer's initial public offering.
/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. 11/15/2011
** 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 5 (b)(v).
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