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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
InvenSense Inc [ INVN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/25/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 01/25/2013 | J(1) | 3,050,000 | D | $0.00(1) | 6,088,502 | D(2) | |||
Common Stock | 01/25/2013 | J(3) | 58,428 | A | $0.00(3) | 144,663 | I | See footnote.(4) | ||
Common Stock | 01/28/2013 | S | 43,500 | D | $15.1356 | 38,517 | I | See footnote.(5) | ||
Common Stock | 34,446 | I | See footnote.(6) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. This transaction was an in-kind distribution for no consideration of 3,050,000 shares of common stock of InvenSense, Inc. to certain of the reporting person's members. |
2. Securities directly held by Partech U.S. Partners IV, LLC. Vincent R. Worms is the Managing Member of 47th Parallel, LLC, the Managing Member of Partech U.S. Partners IV, LLC, and may be deemed to have voting control and investment power over the securities held by Partech U.S. Partners IV, LLC, but disclaims beneficial ownership of the securities held by Partech U.S. Partners IV, LLC except to the extent of his pecuniary interest therein. |
3. The indirect beneficial owner received an in-kind distribution of 58,428 shares of common stock of InvenSense, Inc. from Partech U.S. Partners IV, LLC for no consideration. |
4. Securities directly held by Vincent R. Worms. |
5. Securities directly held by 45th Parallel, LLC. Vincent R. Worms is the Managing Member of 45th Parallel, LLC, and may be deemed to have voting control and investment power over the securities held by 45th Parallel, LLC, but disclaims beneficial ownership of the securities held by 45th Parallel, LLC except to the extent of his pecuniary interest therein. |
6. Vincent R. Worms is the sole member of PAR SF II LLC and disclaims beneficial ownership of the securities held by PAR SF II LLC except to the extent of his pecuniary interest therein. |
/s/ Vincent R. Worms, Sole Member of PAR SF II LLC, Managing Member of 45th Parallel, LLC and Managing Member of 47th Parallel, LLC, the Managing Member of Partech U.S. Partners IV, LLC | 01/29/2013 | |
** 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). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |