Sec Form 4 Filing - Shah Amit @ 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 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) 05/18/2017 (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 05/18/2017 D 28,858 D $ 13 ( 1 ) 0 D Common Stock 05/18/2017 D 6,306,901 D $ 13 ( 1 ) 0 I By Artiman Ventures, L.P. ( 2 ) Common Stock 05/18/2017 D 40,044 D $ 13 ( 1 ) 0 I Artiman Ventures Side Fund, L.P. ( 3 ) Common Stock 05/18/2017 D 82,459 D $ 13 ( 1 ) 0 I By Artiman Ventures Side Fund II, L.P. ( 4 ) Common Stock 05/18/2017 D 19,943 D $ 13 ( 1 ) 0 I By Baca, L.P. ( 5 ) Common Stock 05/18/2017 D 16,667 D $ 13 ( 1 ) 0 I By Artiman Management, L.L.C. ( 6 ) Common Stock 05/18/2017 D 15,497 D $ 13 ( 1 ) 0 I By Artiman, L.L.C. ( 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 ( 8 ) 05/18/2017 D 15,638 ( 9 ) ( 9 ) Common Stock 15,638 ( 10 ) 0 D Stock Option (right to buy) $ 10.11 05/18/2017 D 20,000 ( 11 ) 04/14/2023 Common Stock 20,000 ( 12 ) 0 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 David Young, Attorney-in-Fact For: Amit Shah 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"). ( 2 )Securities directly held 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 heldby Artiman Ventures, L.P. except to the extent of his pecuniary interest therein, if any. ( 3 )Securities directly held 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 ownershipof the securities held by Artiman Ventures Side Fund, L.P. except to the extent of his pecuniary interest therein, if any. ( 4 )Securities directly held 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 beneficialownership of the securities held by Artiman Ventures Side Fund II, L.P. except to the extent of his pecuniary interest therein, if any. ( 5 )The reported securities are held by Baca, L.P., a limited partnership of which the reporting person is the general partner. The reporting person disclaims beneficial ownership of the securities except to theextent of his pecuniary interest therein, if any. ( 6 )The reported securities are held by Artiman Management, L.L.C., a limited liability company of which the reporting person is a Managing Member. The reporting person disclaims beneficial ownership of the securitiesexcept to the extent of his pecuniary interest therein, if any. ( 7 )The reported securities are held 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 theextent of his pecuniary interest therein, if any. ( 8 )Each Restricted Stock Unit ("RSU") represents a contingent right to receive at settlement one share of Invensense common stock at no cost. ( 9 )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, 2017. 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. ( 10 )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 RSU award agreement, 100% of the unvested RSUs held by the Reporting Person became fully vested upon the change in control of the Issuer effected by the Merger. ( 11 )The option vests over 1 year following the vesting commencement date of December 15, 2013, at the rate of 1/12 per month. ( 12 )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 ($2.89).

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.