Sec Form 4 Filing - Abdi Behrooz L. @ InvenSense Inc - 2017-05-18

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Abdi Behrooz L. 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 X __ Officer (give title below) _____ Other (specify below) CEO and President (Last) (First) (Middle) C/O INVENSENSE INC., 1745 TECHNOLOGY DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 05/18/2017 (Street) SAN JOSE, CA95110 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 05/18/2017 D 230,315 D $ 13 ( 1 ) 20,000 D Common Stock 05/18/2017 D 20,000 D $ 13 ( 2 ) 0 D

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 ( 3 ) 05/18/2017 D 210,000 ( 4 ) ( 4 ) Common Stock 210,000 ( 5 ) 0 D Stock Option (right to buy) $ 5.65 05/18/2017 D 12,500 ( 6 ) 05/16/2026 Common Stock 12,500 ( 7 ) 187,500 ( 8 ) D Stock Option (right to buy) $ 5.65 05/18/2017 D 187,500 ( 6 ) 05/16/2026 Common Stock 187,500 ( 9 ) 0 D Stock Option (right to buy) $ 7.32 05/18/2017 D 28,125 ( 10 ) 07/08/2021 Common Stock 28,125 ( 11 ) 0 D Stock Option (right to buy) $ 11.57 05/18/2017 D 789,540 ( 12 ) 10/23/2022 Common Stock 789,540 ( 13 ) 0 D Stock Option (right to buy) $ 11.57 05/18/2017 D 535,743 ( 14 ) 10/23/2022 Common Stock 535,743 ( 13 ) 86,412 ( 15 ) D Stock Option (right to buy) $ 11.57 05/18/2017 D 86,412 ( 14 ) 10/23/2022 Common Stock 86,412 ( 16 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Abdi Behrooz L. C/O INVENSENSE INC. 1745 TECHNOLOGY DRIVE SAN JOSE, CA95110 X CEO and President Signatures David Young, Attorney-in-Fact For: Behrooz Abdi 05/22/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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"). Pursuant to the terms of the applicable letter agreement entered into in connection with the Merger, 20% (5,000 shares) of the unvested shares of restricted Issuer Common Stock held by the Reporting Person became fully vested upon the change in control of the Issuer effected by the Merger. ( 2 )Represents the Reporting Person's remaining unvested shares of restricted Issuer Common Stock disposed of in exchange for the contingent right to receive the cash value thereof (calculated by reference to the Merger Consideration of $13.00 per share), assuming the Reporting Person's satisfaction of all vesting conditions that would have related to the terminated unvested shares of restricted Issuer Common Stock (including continued employment requirements through the applicable date(s) of vesting). ( 3 )Each Restricted Stock Unit ("RSU") represents a contingent right to receive at settlement one share of Invensense common stock at no cost. ( 4 )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. ( 5 )Represents the Reporting Person's remaining unvested RSUs disposed of in exchange for the contingent right to receive the cash value thereof (calculated by reference to the Merger Consideration of $13.00 per share), assuming the Reporting Person's satisfaction of all vesting conditions that would have related to the terminated unvested RSUs (including continued employment requirements through the applicable date(s) of vesting). ( 6 )The option will vest ratably at a rate of 1/48th per month after commencement of vesting, and vesting commencing for such shares upon the closing price of InvenSense's publicly traded stock equaling or exceeding $12.50 per share for a period of 20 consecutive trading days. The vesting commencement date was January 21, 2017. ( 7 )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 ($7.35). ( 8 )Represents the Reporting Person's remaining unvested option disposed of in exchange for the contingent right to receive the cash value thereof, as described in footnote (9) below. ( 9 )Represents the Reporting Person's remaining unvested option with an exercise price less than the Merger Consideration disposed of in exchange for the contingent right to receive the cash value thereof (calculated by reference to the amount by which the Merger Consideration exceeds the exercise price per share of such unvested option ($7.35)), assuming the Reporting Person's satisfaction of all vesting conditions that would have related to the terminated unvested option (including continued employment requirements through the applicable date(s) of vesting). ( 10 )Represents the shares subject to the options that were unve sted as of October 23, 2012 when the reporting person and InvenSense, Inc. entered into an employment agreement and the shares subject to the options became vested as of October 24, 2012. ( 11 )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 ($5.68). ( 12 )25% of the award will vest one year following the October 24, 2012 grant date, with monthly vesting thereafter at the rate of 1/48th per month. ( 13 )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 ($1.43). ( 14 )The award will vest ratably at a rate of 1/48th per month after commencement of vesting, and vesting commencing for such shares in even thirds of 207,385 shares upon the closing price of the Company's publicly traded stock equaling or exceeding $15.00, $17.50 and $20.00, respectively, for a periods of 20 consecutive trading days. The vesting commencement dates were July 26, 2013, October 22, 2013 and March 19, 2014 respectively. ( 15 )Represents the Reporting Person's remaining unvested option disposed of in exchange for the contingent right to receive the cash value thereof, as described in footnote (16) below. ( 16 )Represents the Reporting Person's remaining unvested option with an exercise price less than the Merger Consideration disposed of in exchange for the contingent right to receive the cash value thereof (calculated by reference to the amount by which the Merger Consideration exceeds the exercise price per share of such unvested option ($1.43)), assuming the Reporting Person's satisfaction of all vesting conditions that would have related to the terminated unvested option (including continued employment requirements through the applicable date(s) of vesting).

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.