Sec Form 4 Filing - Shah Amit @ InvenSense Inc - 2017-02-07

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 Shah Amit 2. Issuer Name and Ticker or Trading Symbol InvenSense Inc [ INVN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ARTIMAN VENTURES, 2000 UNIVERSITY AVE, SUITE 602 3. Date of Earliest Transaction (MM/DD/YY) 02/07/2017 (Street) EAST PALO ALTO, CA94303 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 02/07/2017 M 20,450 A $ 0 ( 1 ) 28,858 D Common Stock 6,306,901 I By Artiman Ventures, L.P. ( 2 ) Common Stock 16,667 I By Artiman Management, LLC ( 3 ) Common Stock 15,497 I By Artiman, L.L.C. ( 4 ) Common Stock 40,044 I Artiman Ventures Side Fund, L.P. ( 5 ) Common Stock 82,459 I By Artiman Ventures Side Fund II, L.P. ( 6 ) Common Stock 19,943 I By Baca, LP ( 7 )

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 Restricted Stock Unit (RSU) $ 0 ( 1 ) 02/07/2017 M 20,450 ( 8 ) ( 8 ) Common Stock 20,450 $ 0 15,638 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Shah Amit C/O ARTIMAN VENTURES 2000 UNIVERSITY AVE, SUITE 602 EAST PALO ALTO, CA94303 X Signatures /s/ David Young, Attorney-in-Fact For: Amit Shah 02/09/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each Restricted Stock Unit ("RSU") represents a contingent right to receive at settlement one share of Invensense common stock at no cost. ( 2 )The reported securities are held directly by Artiman Ventures, L.P. Reporting person is a Managing Member of Artiman, L.L.C., the General Partner of Artiman Ventures, L.P., and disclaims beneficial ownership of the securities held by Artiman Ventures, L.P. except to the extent of his pecuniary interest therein, if any. ( 3 )The reported securities are held directly by Artiman Management, LLC, a limited liability company of which the Reporting Person is a managing member. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein, if any. ( 4 )The reported securities are held directly by Artiman, L.L.C., a limited liability company of which the reporting person is a managing member. The reporting person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein, if any. ( 5 )The reported securities are held directly by Artiman Ventures Side Fund, L.P. Reporting Person is a managing member of Artiman, L.L.C., the General Partner of Artiman Ventures Side Fund, L.P., and disclaims beneficial ownership of the securities held by Artiman Ventures Side Fund, L.P. except to the extent of his pecuniary interest therein, if any. ( 6 )The reported securities are held directly by Artiman Ventures Side Fund II, L.P. Reporting Person is a managing member of Artiman, L.L.C., the General Partner of Artiman Ventures Side Fund II, L.P., and disclaims beneficial ownership of the securities held by Artiman Ventures Side Fund II, L.P. except to the extent of his pecuniary interest therein, if any. ( 7 )The reported securities are held directly by Baca, LP, a limited partnership of which the Reporting Person is the general partner. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein, if any. ( 8 )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, 2016. 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** 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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