0001209191-17-034502.txt : 20170522 0001209191-17-034502.hdr.sgml : 20170522 20170522191939 ACCESSION NUMBER: 0001209191-17-034502 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: Yu Yunbei Ben CENTRAL INDEX KEY: 0001404116 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35269 FILM NUMBER: 17862366 MAIL ADDRESS: STREET 1: C/O SIERRA VENTURES STREET 2: 1400 FASHION ISLAND BLVD. SUITE 1010 CITY: SAN MATEO STATE: CA ZIP: 94404 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-05-18 1 0001294924 InvenSense Inc INVN 0001404116 Yu Yunbei Ben C/O INVENSENSE INC. 1745 TECHNOLOGY DRIVE SAN JOSE CA 95110 1 0 0 0 Common Stock 2017-05-18 4 D 0 32229 13.00 D 0 D Common Stock 2017-05-18 4 D 0 4035404 13.00 D 0 I By Sierra Ventures IX, L.P. Restricted Stock Unit (RSU) 0.00 2017-05-18 4 D 0 15638 D Common Stock 15638 0 D Stock Option (Right to Buy) 7.50 2017-05-18 4 D 0 20000 D 2021-11-14 Common Stock 20000 0 D Stock Option (right to buy) 10.68 2017-05-18 4 D 0 20000 D 2023-03-28 Common Stock 20000 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"). The Reporting Person is a Managing Director of Sierra Ventures Associates IX, LLC which serves as the sole General Partner of Sierra Ventures IX, L.P.. As such, the Reporting Person shares voting and investment control over the shares owned by Sierra Ventures IX, L.P., and may be deemed to own beneficially the shares held by Sierra Ventures IX, L.P.. The Reporting Person disclaims beneficial ownership of the shares held by Sierra Ventures IX, L.P. except to the extent of his proportionate pecuniary interest therein. 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. The option vests over 1 year following the vesting commencement date of November 15, 2011 at the rate of 1/12th 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 ($5.50). The option vests over 1 year following the vesting commencement date of December 15, 2013 at the rate of 1/12th 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 ($2.32). David Young, Attorney-in-Fact For: Yunbei Ben Yu 2017-05-22