UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
| InvenSense, Inc. |
(Name of Issuer)
| Common Stock |
(Title of Class of Securities)
| 46123D 20 5 |
(CUSIP Number)
| December 31, 2011 |
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 46123D 20 5 |
| 1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Partech U.S. Partners IV LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x¨ (b) ¨
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
14,859,874 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
14,859,874 | |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
14,859,874 | |||||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11. |
Percent of Class Represented by Amount in Row (9)
18.7% | |||||
| 12. |
Type of Reporting Person (See Instructions)
OO | |||||
| CUSIP No. 46123D 20 5 |
| 1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
47th Parallel LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
14,859,874 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
14,859,874 | |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
14,859,874 | |||||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11. |
Percent of Class Represented by Amount in Row (9)
18.7% | |||||
| 12. |
Type of Reporting Person (See Instructions)
OO | |||||
| CUSIP No. 46123D 20 5 |
| (1) |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
45th Parallel LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
| (3) | SEC Use Only
| |||||
| (4) | Citizenship or Place of Organization
Delaware | |||||
|
Number of Shares Beneficially Owned By Each Reporting Person With: |
(5) | Sole Voting Power
0 | ||||
| (6) | Shared Voting Power
94,051 | |||||
| (7) | Sole Dispositive Power
0 | |||||
| (8) | Shared Dispositive Power
94,051 | |||||
|
(9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
94,051 | |||||
| (10) |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| (11) |
Percent of Class Represented by Amount in Row (9)
0.1% | |||||
| (12) |
Type of Reporting Person (See Instructions)
OO | |||||
| CUSIP No. 46123D 20 5 |
| (1) |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
PAR SF II LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
| (3) | SEC Use Only
| |||||
| (4) | Citizenship or Place of Organization
Delaware | |||||
|
Number of Shares Beneficially Owned By Each Reporting Person With: |
(5) | Sole Voting Power
0 | ||||
| (6) | Shared Voting Power
39,500 | |||||
| (7) | Sole Dispositive Power
0 | |||||
| (8) | Shared Dispositive Power
39,500 | |||||
|
(9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
39,500 | |||||
| (10) |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| (11) |
Percent of Class Represented by Amount in Row (9)
0.05% | |||||
| (12) |
Type of Reporting Person (See Instructions)
OO | |||||
| CUSIP No. 46123D 20 5 |
| 1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Vincent R. Worms | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
France | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
14,993,425 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
14,993,425 | |||||
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
14,993,425 | |||||
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11. |
Percent of Class Represented by Amount in Row (9)
18.9% | |||||
| 12. |
Type of Reporting Person (See Instructions)
IN | |||||
| Item 1. | ||||
| (a) | Name of Issuer
InvenSense, Inc. | |||
| (b) | Address of Issuer’s Principal Executive Offices
1197 Borregas Avenue Sunnyvale, CA 94089 | |||
| Item 2. |
||||
| (a) | Name of Person Filing
Partech U.S. Partners IV LLC (“Partech U.S.”)
47th Parallel LLC (“47th Parallel”)
45th Parallel LLC (“45th Parallel”)
PAR SF II LLC (“PAR SF”)
Vincent R. Worms | |||
| (b) | Address of Principal Business Office or, if none, Residence
The address of Partech U.S., 47th Parallel, 45th Parallel and PAR SF is:
209 Orange Street Wilmington, DE 19801
The address of Vincent R. Worms is:
50 California Street, Ste. 3200 San Francisco, CA 94111 | |||
| (c) | Citizenship
Partech U.S. - Delaware limited liability company
47th Parallel - Delaware limited liability company
45th Parallel - Delaware limited liability company
Par SF - Delaware limited liability company
Vincent R. Worms – France | |||
| (d) | Title of Class of Securities
Common Stock, par value $0.001 per share (the “Common Stock”), of InvenSense, Inc. | |||
| (e) | CUSIP Number
46123D205 | |||
| Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |||
Not Applicable.
| Item 4. | Ownership | |||||
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| ||||||
| (a | ) | Amount beneficially owned:
As of December 31, 2011 (i) Partech U.S. was the record holder of 14,859,874 shares of Common Stock (the “Partech U.S. Shares”); (ii) 45th Parallel LLC was the record holder of 94,051 shares of Common Stock (the “45th Parallel Shares”); and (iii) PAR SF II LLC was the record holder of 39,500 shares of Common Stock (the “PAR SF Shares” and, together with the Partech U.S. Shares and the 45th Parallel Shares, the “Record Shares”).
| ||||
|
47th Parallel, as the managing member of Partech U.S., may be deemed to beneficially own the Partech U.S. Shares.
Vincent R. Worms, as the managing member of 47th Parallel and 45th Parallel and as the sole member of PAR SF, may be deemed to beneficially own the Record Shares. | ||||||
| Such persons and entities disclaim beneficial ownership of the Record Shares except to the extent of pecuniary interest therein.
| ||||||
| (b) | Percent of class:
18.7% Partech U.S. Partners IV LLC
18.7% 47th Parallel LLC
0.1% 45th Parallel
0.05% PAR SF
18.9% Vincent R. Worms
| |||
| The ownership percentages above are based on an aggregate of 79,322,687 shares of Common Stock outstanding as of the completion of the Issuer’s initial public offering, as reported in the Issuer’s 424(b) prospectus, dated November 15, 2011, filed with the Securities and Exchange Commission on November 16, 2011.
| ||||
| (c) | Number of shares as to which the person has:
|
| NUMBER OF SHARES | ||||||||||||||||||
| Reporting Person |
(i) | (ii) | (iii) | (iv) | ||||||||||||||
| Partech U.S. |
0 | 14,859,874 | 0 | 14,859,874 | ||||||||||||||
|
47th Parallel |
0 | 14,859,874 | 0 | 14,859,874 | ||||||||||||||
| 45th Parallel | 0 | 94,051 | 0 | 94,051 | ||||||||||||||
| PAR SF | 0 | 39,500 | 0 | 39,500 | ||||||||||||||
| Vincent R. Worms |
0 | 14,993,425 | 0 | 14,993,425 | ||||||||||||||
|
(i) Sole power to vote or direct the vote |
| |||||||||||||||||
| (ii) Shared power to vote or to direct the vote |
| |||||||||||||||||
| (iii) Sole power to dispose or to direct the disposition of |
| |||||||||||||||||
| (iv) Shared power to dispose or to direct the disposition of |
| |||||||||||||||||
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
See 4(a) and 4(b) above.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable.
| Item 9. | Notice of Dissolution of Group |
Not Applicable.
| Item 10. | Certification |
Not applicable.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
DATED: February 14, 2012
| PARTECH U.S. PARTNERS IV LLC | ||||||
| By: | 47th Parallel, LLC, Managing Member | |||||
| By: | /s/ Vincent R. Worms | |||||
| Vincent R. Worms, Managing Member | ||||||
| 47TH PARALLEL LLC | ||||||
| By: | /s/ Vincent R. Worms | |||||
| Vincent R. Worms, Managing Member | ||||||
| 45TH PARALLEL LLC | ||||||
| By: | /s/ Vincent R. Worms | |||||
| Vincent R. Worms, Managing Member | ||||||
| PAR SF II LLC | ||||||
| By: | /s/ Vincent R. Worms | |||||
| Vincent R. Worms, Managing Member | ||||||
| /s/ Vincent R. Worms | ||||||
| Vincent R. Worms | ||||||
| ATTENTION | ||
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||
Exhibit I
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of InvenSense, Inc.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
DATED: February 14, 2012.
| PARTECH U.S. PARTNERS IV LLC | ||||||
| By: | 47th Parallel, LLC, Managing Member | |||||
| By: | /s/ Vincent R. Worms | |||||
| Vincent R. Worms, Managing Member | ||||||
| 47TH PARALLEL LLC | ||||||
| By: | /s/ Vincent R. Worms | |||||
| Vincent R. Worms, Managing Member | ||||||
| 45TH PARALLEL LLC | ||||||
| By: |
/s/ Vincent R. Worms | |||||
| Vincent R. Worms, Managing Member | ||||||
| PAR SF II LLC | ||||||
| By: |
/s/ Vincent R. Worms | |||||
| Vincent R. Worms, Managing Member | ||||||
| /s/ Vincent R. Worms | ||||||
| Vincent R. Worms | ||||||