0001209191-17-034493.txt : 20170522
0001209191-17-034493.hdr.sgml : 20170522
20170522190638
ACCESSION NUMBER: 0001209191-17-034493
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: Higashi Emiko
CENTRAL INDEX KEY: 0001318086
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35269
FILM NUMBER: 17862339
MAIL ADDRESS:
STREET 1: C/O GILO VENTURES, 175 ALMENDRAL AVENUE
CITY: ATHERTON
STATE: CA
ZIP: 94027
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-05-18
1
0001294924
InvenSense Inc
INVN
0001318086
Higashi Emiko
C/O INVENSENSE INC.
1745 TECHNOLOGY DRIVE
SAN JOSE
CA
95110
1
0
0
0
Common Stock
2017-05-18
4
D
0
22705
13.00
D
0
D
Restricted Stock Unit (RSU)
0.00
2017-05-18
4
D
0
15638
D
Common Stock
15638
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").
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 service to the corporation and the provisions in the Invensense's standard form of RSU award agreement, the shares will vest on December 31, 2017. Shares will be delivered to the reporting person on each vest date; provided, however, that settlement of each RSU will be deferred to the first permissible trading day for the corporation's common stock, if later than the applicable vesting date, but no later than March 15th of the year following the vesting 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 applicable RSU award agreement, 100% of the unvested RSUs 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: Emiko Higashi
2017-05-22