Amended Annual Report (10-k/a)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

þ	Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended March 30, 2014

¨	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to

Commission File Number 001-35269

INVENSENSE, INC.

(Exact name of registrant as specified in its charter)


Delaware		01-0789977
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification No.)

1745 Technology Drive Suite 200, San Jose, CA 95110		94089
(Address of principal executive offices)		(Zip code)

(408) 988-7339

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class		Name of Each Exchange on Which Registered
Common Stock, $0.001 Par Value		New York Stock Exchange LLC

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES x NO ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ¨ NO x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ¨ NO x

As of September 27, 2013, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of registrant’s voting and non-voting common stock held by non-affiliates was approximately $1,300 million, based upon the closing sale price of the common stock as reported on the New York Stock Exchange. This calculation excludes the shares of common stock held by each officer, director and holder of 5% or more of the outstanding common stock as of September 27, 2013. This calculation does not reflect a determination that such persons are affiliates for any other purposes.

As of May 7, 2014, there were 88,185,669 shares of the registrant’s common stock, $0.001 par value, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

InvenSense, Inc. (the “Company” or “our”) is filing this Amendment No. 1 to Annual Report on Form 10-K/A (this “Amendment”) to our Annual Report on Form 10-K for the fiscal year ended March 30, 2014, as filed with the Securities and Exchange Commission (the “SEC”) on May 29, 2014 (the “Original Filing”). The purpose of this Amendment is solely to re-file Exhibits 31.1 and 31.2 to the Original Filing. In accordance with Rule 12b-15 of the Exchange Act, the Company has set forth the text of Item 15, as amended, in its entirety below.

Except as set forth in Part IV below and in any exhibits attached hereto, no other changes are made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing. Unless expressly stated, this Amendment does not reflect events occurring after the filing date of the Original Filing, nor does it modify or update in any way the disclosures contained in the Original Filing.

PART IV

Item 15.

Exhibits and Financial Statement Schedules

(b) Exhibits

Exhibit

Number

Exhibit Description

Incorporated by Reference

Form

File No.

Exhibit(s)

Filing Date

3.1

Form of Third Amended and Restated Certificate of Incorporation of InvenSense, Inc.

S-1

333-167843

3.5

August 25, 2011

3.2

Form of Third Amended and Restated Bylaws of InvenSense, Inc.

S-1

333-167843

3.7

August 25, 2011

4.1

Form of InvenSense, Inc.’s Common Stock Certificate.

S-1

333-167843

4.1

August 25, 2011

4.2

Indenture, dated November 13, 2013, between InvenSense, Inc. and Wells Fargo Bank, National Association.

8-K

001-35269

4.1

November 13, 2013

10.1†

InvenSense, Inc. 2004 Stock Incentive Plan, as amended, and related documents.

S-1

333-167843

10.1

June 28, 2010

10.2†

InvenSense, Inc. 2011 Stock Incentive Plan and related documents.

S-1

333-167843

10.2

August 25, 2011

10.3†

Form of Indemnification Agreement by and between the Company and each of its directors.

S-1

333-167843

10.16

August 25, 2011

10.4†

Offer Letter, between the Company and Stephen Lloyd, dated November 13, 2008.

S-1

333-167843

10.8

June 28, 2010

10.5†

Offer Letter, between the Company and Daniel Goehl, dated October 28, 2004.

S-1

333-167843

10.9

June 28, 2010

10.6†

Compensation Agreement, between the Company and Jim Callas, dated January 18, 2011.

S-1

333-167843

10.12

May 24, 2011

10.7†

Offer Letter, between the Company and Jim Callas, dated August 20, 2010.

S-1

333-167843

10.12.1

May 24, 2011

10.8†

Employment Agreement, between the Company and Alan Krock, dated as of May 31, 2011.

S-1

333-167843

10.13

August 25, 2011

10.9

Industrial Lease between the Company and AMB Property, L.P., dated June 13, 2007.

S-1

333-167843

10.13

June 28, 2010

10.10

First Amendment to Lease Agreement between the Company and AMB Property, L.P., dated June 26, 2009.

S-1

333-167843

10.14

June 28, 2010

10.11

Second Amendment to Lease Agreement between the Company and Prologis L.P., dated February 17, 2012.

8-K

001-35269

10.1

February 24, 2012

10.12†

Employment Agreement between the Company and Behrooz Abdi, dated October 23, 2012.

8-K

001-35269

10.1

October 23, 2012

10.13†

Executive Change in Control and Severance Agreement between the Company and Behrooz Abdi, dated October 23, 2012.

8-K

001-35269

10.2

October 23, 2012

10.14†

Transition and Release Agreement between the Company and Steven Nasiri, dated October 23, 2012.

8-K

001-35269

10.3

October 23, 2012

10.15†

Form of Executive Change in Control and Severance Agreement.

8-K

001-35269

10.1

May 21, 2014

21.1††

Subsidiary List.

10-K

001-35269

21.1

May 29, 2014

23.1††

Consent of Deloitte & Touche LLP.

10-K

001-35269

23.1

May 29, 2014

24.1††

Power of Attorney.

10-K

001-35269

24.1

May 29, 2014

31.1*

Certification of the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.*

31.2*

Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.*

32.1†††

Certification of the Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.

10-K

001-35269

32.1

May 29, 2014

101.INS††

XBRL Instance Document

101.SCH††

XBRL Taxonomy Extension Schema

101.CAL††

XBRL Taxonomy Extension Calculation Linkbase

101.DEF ††

XBRL Taxonomy Extension Definition Linkbase

101.LAB††

XBRL Taxonomy Extension Label Linkbase

101.PRE††

XBRL Taxonomy Extension Presentation Linkbase

†	Indicates a management contract or compensatory plan or arrangement.

*	Filed herewith.

††	Previously filed with our Annual Report on Form 10-K filed with the SEC on May 29, 2014.

†††	Previously furnished with our Annual Report on Form 10-K filed with the SEC on May 29, 2014.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to its Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 to Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



Dated: April 14, 2015	By:	/s/ Behrooz Abdi
		Behrooz Abdi
		Chief Executive Officer and Director (Principal Executive Officer)

Dated: April 14, 2015	By:	/s/ Mark Dentinger
		Mark Dentinger
		Chief Financial Officer (Principal Financial and Principal Accounting Officer)

Dated: April 14, 2015	By:
		Amir Faintuch
		Director

Dated: April 14, 2015	By:
		Usama Fayyad
		Director

Dated: April 14, 2015	By:
		Emiko Higashi
		Director

Dated: April 14, 2015	By:	/s/ Jon Olson*
		Jon Olson
		Director

Dated: April 14, 2015	By:	/s/ Amit Shah*
		Amit Shah
		Director

Dated: April 14, 2015	By:	/s/ Eric Stang*
		Eric Stang
		Director

Dated: April 14, 2015	By:	/s/ Tim Wilson*
		Tim Wilson
		Director

Dated: April 14, 2015	By:	/s/ Yunbei “Ben” Yu, Ph.D*
		Yunbei “Ben” Yu, Ph.D
		Director

*	Pursuant to Power of Attorney



By:		/s/ Behrooz Abdi
		Behrooz Abdi
		Chief Executive Officer and Director (Principal Executive Officer)

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER

THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Behrooz Abdi, certify that:

1.	I have reviewed this Annual Report on Form 10-K of InvenSense, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER

THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Mark Dentinger, certify that:

1.	I have reviewed this Annual Report on Form 10-K of InvenSense, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(a)

(b)

(c)

(d)

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.