Sec Form 4 Filing - Zhao Yang @ MEMSIC Inc - 2013-09-17

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Zhao Yang 2. Issuer Name and Ticker or Trading Symbol MEMSIC Inc [ MEMS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) ONE TECH DRIVE, STE 325 3. Date of Earliest Transaction (MM/DD/YY) 09/17/2013 (Street) ANDOVER, MA01810 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/17/2013 S 467,058 D $ 4.225 ( 1 ) 0 D Common Stock 09/17/2013 S 18,596 D $ 4.225 ( 1 ) 0 I See Footnote ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 0.3 09/17/2013 S 46,250 01/01/2009 01/01/2015 Common Stock 46,250 ( 3 ) $ 4.225 0 D Stock Option (right to buy) $ 2.53 09/17/2013 S 100,000 08/08/2012 08/08/2018 Common Stock 100,000 ( 3 ) $ 4.225 0 D Stock Option (right to buy) $ 3.41 09/17/2013 S 200,000 04/04/2015 04/04/2021 Common Stock 200,000 ( 3 ) $ 4.225 0 D Stock Option (right to buy) $ 2.15 09/17/2013 S 280,000 05/20/2016 05/20/2022 Common Stock 280,000 ( 3 ) $ 4.225 0 D Stock Option (right to buy) $ 11.7 09/17/2013 J 250,000 10/03/2011 10/03/2017 Common Stock 250,000 ( 4 ) $ 0 0 D Stock Option (right to buy) $ 11.7 09/17/2013 J 250,000 10/03/2014 10/03/2017 Common Stock 250,000 ( 4 ) $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Zhao Yang ONE TECH DRIVE STE 325 ANDOVER, MA01810 X Chief Executive Officer Signatures /s/ Patricia Niu, attorney-in-fact 09/19/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the terms of the Agreement and Plan of Merger, dated April 22, 2013, by and among MZ Investment Holdings Limited ("Parent"), MZ Investment Holdings Merger Sub Limited and MEMSIC, Inc. (the "Merger Agreement"; capitalized terms used but not defined herein have the meanings assigned to them in the Merger Agreement), at the Effective Time, each share of common stock of the Company held by the Reporting Person was cancelled and converted automatically into the right to receive $4.225 in cash. In connection with the closing of the Merger, the Reporting Person rolled over certain of their existing equity interests in the Company into equity shares of Parent. ( 2 )Pursuant to the terms of the Merger Agreement, Common stock held by the reporting person as trustee of the Yang Zhao Children's Grantor Retained Annuity Trust was cancelled and converted authomatically into the right to receive $4.225 in cash. ( 3 )Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company Options held by the reporting person were converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of $4.225 per Common Share over the exercise price per Common Share of such Company Option multiplied by (ii) the total number of Common Shares subject to such Company Options (without regard to vesting). ( 4 )Pursuant to the terms of the Merger Agreement, at the Effective Time, out of money stock options were canceled.

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