0001209191-17-034476.txt : 20170522 0001209191-17-034476.hdr.sgml : 20170522 20170522184719 ACCESSION NUMBER: 0001209191-17-034476 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170518 FILED AS OF DATE: 20170522 DATE AS OF CHANGE: 20170522 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 1745 TECHNOLOGY DRIVE CITY: SAN JOSE STATE: CA ZIP: 95110 BUSINESS PHONE: (408) 501-2200 MAIL ADDRESS: STREET 1: 1745 TECHNOLOGY DRIVE CITY: SAN JOSE STATE: CA ZIP: 95110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Maghsoudnia Mozafar CENTRAL INDEX KEY: 0001385552 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35269 FILM NUMBER: 17862288 MAIL ADDRESS: STREET 1: C/O INVENSENSE, INC. STREET 2: 1745 TECHNOLOGY DRIVE CITY: SAN JOSE STATE: CA ZIP: 95110 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-05-18 1 0001294924 InvenSense Inc INVN 0001385552 Maghsoudnia Mozafar C/O INVENSENSE INC. 1745 TECHNOLOGY DRIVE SAN JOSE CA 95110 0 1 0 0 VP Technology & Worldwide Manu Common Stock 2017-05-18 4 D 0 78794 13.00 D 0 D Restricted Stock Unit (RSU) 0.00 2017-05-18 4 D 0 71750 D Common Stock 71750 0 D Stock Option (right to buy) 5.65 2017-05-18 4 D 0 260000 D 2026-05-16 Common Stock 260000 0 D Stock Option (right to buy) 11.95 2017-05-18 4 D 0 25000 D 2022-06-15 Common Stock 25000 0 D Stock Option (right to buy) 11.95 2017-05-18 4 D 0 200000 D 2022-06-15 Common Stock 200000 0 D Disposed of in connection with the acquisition of the Issuer by TDK Corporation (the "Merger") pursuant to the Agreement and Plan of Merger, dated as of December 21, 2016, by and among the Issuer, TDK Corporation and TDK Sensor Solutions Corporation, (the "Merger Agreement"), whereby each share of Issuer common stock ("Issuer Common Stock") other than certain shares owned by the Issuer, TDK Corporation and their respective subsidiaries and shares subject to appraisal rights, was automatically cancelled and converted into the right to receive $13.00 in cash, without interest (the "Merger Consideration"). Includes shares of Issuer Common Stock purchased May 15, 2017 pursuant to Issuer's 2013 Employee Stock Purchase Plan, as amended on September 16, 2016. Each Restricted Stock Unit ("RSU") represents a contingent right to receive at settlement one share of Invensense common stock at no cost. Subject to the Reporting Person's continuing employment and the provisions in the Invensense's standard form of RSU award agreement, the shares will commence vesting as of the Grant Date and vest at a rate of 25% annually. Shares will be delivered to the reporting person on each vest date. Disposed of pursuant to the Merger Agreement, whereby each vested restricted stock unit of Issuer Common Stock ("RSU") was cancelled in exchange for the right to receive a cash payment equal to the product of the Merger Consideration multiplied by the total number of shares subject to the vested RSU. Pursuant to the terms of the Reporting Person's separation agreement with the Issuer, 100% (71,750 shares) of the unvested RSUs held by the Reporting Person became fully vested upon the change in control of the Issuer effected by the Merger. The option vests monthly over 4 years following the vesting commencement date of May 15, 2016, at the rate of 1/48 per month. Disposed of pursuant to the Merger Agreement, whereby each vested option to acquire Issuer Common Stock with an exercise price less than the Merger Consideration was cancelled in exchange for the right to receive a cash payment equal to the product of the total number of shares subject to the vested option multiplied by the amount by which the Merger Consideration exceeds the exercise price per share of such vested option ($7.35). Pursuant to the terms of the Reporting Person's separation agreement with the Issuer, 100% (195,000 shares) of the unvested options held by the Reporting Person became fully vested upon the change in control of the Issuer effected by the Merger. The shares subject to this option shall vest 100% on June 11, 2017. Disposed of pursuant to the Merger Agreement, whereby each vested option to acquire Issuer Common Stock with an exercise price less than the Merger Consideration was cancelled in exchange for the right to receive a cash payment equal to the product of the total number of shares subject to the vested option multiplied by the amount by which the Merger Consideration exceeds the exercise price per share of such vested option ($1.05). Pursuant to the terms of the Reporting Person's separation agreement with the Issuer, 100% (25,000 shares) of the unvested options held by the Reporting Person became fully vested upon the change in control of the Issuer effected by the Merger. 25% of the shares subject to the option vest 1 year following the vesting commencement date of June 11, 2012, with monthly vesting thereafter at the rate of 1/48th per month. Disposed of pursuant to the Merger Agreement, whereby each vested option to acquire Issuer Common Stock with an exercise price less than the Merger Consideration was cancelled in exchange for the right to receive a cash payment equal to the product of the total number of shares subject to the vested option multiplied by the amount by which the Merger Consideration exceeds the exercise price per share of such vested option ($1.05). Pursuant to the terms of the Reporting Person's separation agreement with the Issuer, 100% of the unvested options held by the Reporting Person became fully vested upon the change in control of the Issuer effected by the Merger. David Young, Attorney-in-Fact For: Mozafar Maghsoudnia 2017-05-22