Sec Form 4 Filing - Goehl Daniel @ 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

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1. Name and Address of Reporting Person Goehl Daniel 2. Issuer Name and Ticker or Trading Symbol InvenSense Inc [ INVN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VPWorldwide Sales (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 17,787 D $ 13 ( 1 ) 7,500 D Common Stock 05/18/2017 D 7,500 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 12,186 ( 4 ) ( 4 ) Common Stock 12,186 ( 5 ) 66,564 ( 6 ) D Restricted Stock Unit (RSU) $ 0 ( 3 ) 05/18/2017 D 66,564 ( 4 ) ( 4 ) Common Stock 66,564 ( 7 ) 0 D Stock Option (right to buy) $ 5.65 05/18/2017 D 113,750 ( 8 ) 05/16/2026 Common Stock 113,750 ( 9 ) 146,250 ( 10 ) D Stock Option (right to buy) $ 5.65 05/18/2017 D 146,250 ( 8 ) 05/16/2026 Common Stock 146,250 ( 11 ) 0 D Stock Option (right to buy) $ 7.32 05/18/2017 D 8,334 ( 12 ) 10/20/2021 Common Stock 8,334 ( 13 ) 0 D Stock Option (right to buy) $ 7.32 05/18/2017 D 25,000 ( 14 ) 10/20/2021 Common Stock 25,000 ( 13 ) 0 D Stock Option (right to buy) $ 12.92 05/18/2017 D 88,752 ( 15 ) 05/15/2023 Common Stock 88,752 ( 16 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Goehl Daniel C/O INVENSENSE INC. 1745 TECHNOLOGY DRIVE SAN JOSE, CA95110 VPWorldwide Sales Signatures David Young, Attorney-in-Fact For: Daniel Goehl 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, 25% (2,500 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 )Disposed of pursuant to the Merger Agreement, whereby each vested restricted stock unit of Issuer Common Stock ("RSU") was cancelled in exchange for the right to receive a cash payment equal to the product of the Merger Consideration multiplied by the total number of shares subject to the vested RSU. Pursuant to the terms of the applicable letter agreement entered into in connection with the Merger, 25% (12,186 shares) of the unvested RSUs held by the Reporting Person (excluding 30,000 shares subject to an RSU granted 5/15/17) became fully vested upon the change in control of the Issuer effected by the Merger. ( 6 )Represents the Reporting Person's remaining unvested RSUs disposed of in exchange for the contingent right to receive the cash value thereof, as described in footnote (7) below. ( 7 )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). ( 8 )The option vests monthly over 4 years following the vesting commencement date of May 15, 2016, at the rate of 1/48 per month. ( 9 )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). Pursuant to the terms of the applicable letter agreement entered into in connection with the Merger, 25% (48,750 shares) of the unvested options held by the Reporting Person became fully vested upon the change in control of the Issuer effected by the Merger. ( 10 )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 (11) below. ( 11 )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). ( 12 )The option vests over 3 years following the vesting commencement date of October 1, 2011, at the rate of 1/36th 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 ($5.68). ( 14 )The option vests over 1 year following the vesting commencement date of April 1, 2015, at the rate of 1/12 per month. ( 15 )The option vests over 4 years following the vesting commencement date of April 1, 2013, at the rate of 1/48th per month. ( 16 )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 ($0.08).

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).

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