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 OF SECURITIES 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 * Partech U.S. Partners IV, L.L.C.   2. Issuer Name and Ticker or Trading Symbol InvenSense Inc [INVN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 50 CALIFORNIA STREET SUITE 3200,  3. Date of Earliest Transaction (Month/Day/Year) 08/28/2012 (Street) SAN FRANCISCO, CA 94111 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 08/28/2012   J(1)   1,530,000 D $ 0 (1) 11,428,502 D (2)   Common Stock               82,017 I See footnote. (3) Common Stock               34,446 I See footnote. (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

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
Partech U.S. Partners IV, L.L.C. 50 CALIFORNIA STREET SUITE 3200 SAN FRANCISCO, CA 94111		X
45th Parallel LLC 50 CALIFORNIA STREET SUITE 3200 SAN FRANCISCO, CA 94111		X
WORMS VINCENT 50 CALIFORNIA STREET SUITE 3200 SAN FRANCISCO, CA 94111		X
PAR SF II, L.L.C. 50 CALIFORNIA STREET SUITE 3200 SAN FRANCISCO, CA 94111		X

Signatures

/s/ Vincent R. Worms, Sole Member of PAR SF II LLC, Managing Member of 45th Parallel, LLC and Managing Member of 47th Parallel, LLC, the Managing Member of Partech U.S. Partners IV, LLC		08/30/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This transaction was an in-kind distribution for no consideration of 1,530,000 shares of common stock of InvenSense, Inc. to certain of the Reporting Owner's members.
(2)	Securities directly held by Partech U.S. Partners IV, LLC. Vincent R. Worms is the Managing Member of 47th Parallel, LLC, the Managing Member of Partech U.S. Partners IV, LLC, and may be deemed to have voting control and investment power over the securities held by Partech U.S. Partners IV, LLC, but disclaims beneficial ownership of the securities held by Partech U.S. Partners IV, LLC except to the extent of his pecuniary interest therein.
(3)	Securities directly held by 45th Parallel, LLC. Vincent R. Worms is the Managing Member of 45th Parallel, LLC, and may be deemed to have voting control and investment power over the securities held by 45th Parallel, LLC, but disclaims beneficial ownership of the securities held by 45th Parallel, LLC except to the extent of his pecuniary interest therein.
(4)	Vincent R. Worms is the sole member of PAR SF II LLC and disclaims beneficial ownership of the securities held by PAR SF II LLC except to the extent of his pecuniary interest therein.

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