Statement of Changes in Beneficial Ownership (4)
August 19 2014 - 6:43PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Goehl Daniel
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2. Issuer Name
and
Ticker or Trading Symbol
InvenSense Inc
[
INVN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
VPWorldwide Sales
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(Last)
(First)
(Middle)
1745 TECHNOLOGY DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/25/2012
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(Street)
SAN JOSE, CA 95110
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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7/25/2012
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S
(1)
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5000
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D
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$11.95
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0
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D
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Common Stock
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8/15/2012
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S
(1)
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5000
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D
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$13.4464
(2)
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0
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D
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Common Stock
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9/17/2012
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S
(1)
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5000
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D
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$13.1073
(3)
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0
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D
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Common Stock
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8/15/2014
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M
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5570
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A
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$12.92
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5570
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D
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Common Stock
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8/15/2014
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S
(4)
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5570
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D
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$25.25
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0
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D
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Common Stock
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8/15/2014
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M
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3750
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A
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$0.00
(5)
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3750
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D
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Common Stock
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8/15/2014
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S
(4)
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3750
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D
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$24.9515
(6)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Unit (RSU)
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$0.00
(5)
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11/15/2013
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A
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15000
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(7)
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(7)
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Common Stock
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15000
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$0.00
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64250
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D
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Restricted Stock Unit (RSU)
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$0.00
(5)
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8/15/2014
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M
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3750
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(7)
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(7)
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Common Stock
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3750
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$0.00
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60500
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D
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Stock Option (right to buy)
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$12.92
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8/15/2014
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M
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5570
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(8)
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5/15/2023
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Common Stock
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5570
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$0.00
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88752
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D
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Explanation of Responses:
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(
1)
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The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 Sales Plan adopted by the reporting person on May 7, 2012.
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(
2)
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This transaction was executed in multiple trades at prices ranging from $13.32 to $13.50; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request
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(
3)
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This transaction was executed in multiple trades at prices ranging from $12.97 to $13.17; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request
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(
4)
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The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 Sales Plan adopted by the reporting person on February 21, 2014.
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(
5)
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Each Restricted Stock Unit ("RSU") represents a contingent right to receive at settlement one share of Invensense common stock at no cost.
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(
6)
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This transaction was executed in multiple trades at prices ranging from $24.51 to $25.14; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request
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(
7)
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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.
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(
8)
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1/48th of the total award (100,000) vests monthly starting a month after the vesting commencement date of April 1, 2013.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Goehl Daniel
1745 TECHNOLOGY DRIVE
SAN JOSE, CA 95110
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VPWorldwide Sales
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Signatures
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/s/ Alan Krock, Attorney-in-Fact For: Daniel Goehl
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8/19/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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