Sec Form 4 Filing - Zhou Quan @ 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 Zhou Quan 2. Issuer Name and Ticker or Trading Symbol MEMSIC Inc [ MEMS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O IDG CAPITAL MANAGEMENT (HK) LTD., THE CENTER, 99 QUEEN'S ROAD, UNIT 1509 3. Date of Earliest Transaction (MM/DD/YY) 09/17/2013 (Street) CENTRAL, HONG KONG 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 21,666 D $ 4.225 ( 1 ) 0 D Common Stock 09/17/2013 S 18,334 D $ 4.225 ( 2 ) 0 D Common Stock 09/17/2013 U 4,725,223 D $ 0 ( 3 ) 0 I SeeFootnotes ( 4 ) ( 5 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Zhou Quan C/O IDG CAPITAL MANAGEMENT (HK) LTD. THE CENTER, 99 QUEEN'S ROAD, UNIT 1509 CENTRAL, HONG KONG X X Signatures /s/ Quan Zhou 09/20/2013 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. ( 2 )Pursuant to the terms of the Merger Agreement, at the Effective Time, the RSUs held by the Reporting Person were converted into the right to receive an amount in cash equal to $4.225 per RSU. ( 3 )Pursuant to the terms of the Merger Agreement, at the closing of the Merger, the Reporting Person rolled over his existing equity interests in the Company into equity shares of Parent. ( 4 )Including 4,146,394 shares of which the record owner is IDG-Accel China Growth Fund II L.P., 339,108 shares of which the record owner is IDG-Accel China Investors IIL.P., 150,000 shares of which the record owner is IDG Technology Venture Investments, LP., 71,393 shares of which the record owner is IDG Technology VentureInvestments, LLC, and 18,328 shares of which the record owner is IDG Technology Venture Investment III, L.P. IDG-Accel China Growth Fund II Associates L.P. is thegeneral partner of IDG-Accel China Growth Fund II L.P. and may be deemed to have beneficial ownership over the 4,146,394 shares held by IDG-Accel China GrowthFund II L.P. The Reporting Person and Chi Sing Ho are directors and executive officers of IDG-Accel China Growth Fund GP II Associates Ltd., which is theultimate general partner of both IDG-Accel China Growth Fund II L.P. and IDG-Accel China Investors II L.P. The Reporting Person and Chi Sing Ho (continued inFootnote 5) ( 5 )(continued from Footnote 4) are the managing members of IDG Technology Venture Investments, LLC, which is the general partner of IDG Technology VentureInvestments, LP. By virtue of acting to direct the management and operations of the ultimate general partners of each of the above record owners, the Reporting Person andChi Sing Ho may be deemed to have shared voting and dispositive power with respect to these shares. Each of the reporting person and Chi Sing Ho disclaimsbeneficial ownership of these shares, except to the extent of his pecuniary interest in such shares.

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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