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