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).

 

 

 

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CUSIP No. 46123D 20 5

 

1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)   Artiman Ventures, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
3.		SEC Use Only
4.		Citizenship or Place of Organization   California
Number of Shares Beneficially Owned by Each Reporting Person With				5.		Sole Voting Power   0
				6.		Shared Voting Power   14,759,653
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   14,759,653
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   14,759,653
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
11.		Percent of Class Represented by Amount in Row (9)   18.6%
12.		Type of Reporting Person (See Instructions)   PN

 

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CUSIP No. 46123D 20 5

 

1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)   Artiman, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  x
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   15,047,975
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   15,047,975
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   15,047,975
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
11.		Percent of Class Represented by Amount in Row (9)   19.0%
12.		Type of Reporting Person (See Instructions)   HC, OO

 

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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

 

Artiman Ventures, L.P. (“AVLP”)

 

Artiman, LLC (“Artiman”)

 

(b)

Address of Principal Business Office or, if none, Residence

 

The address of AVLP and Artiman is:

 

2000 University Avenue, Suite 602

Palo Alto, CA 94303

 

(c)

Citizenship

 

AVLP – California limited partnership

 

Artiman – Delaware limited liability company

 

(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.

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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) AVLP was the record holder of 14,759,653 shares of Common Stock (the “AVLP Shares”); (ii) Artiman Ventures Side Fund, L.P. (“AVSF”) was the record holder of 95,372 shares of Common Stock (the “AVSF Shares”); and (iii) Artiman Ventures Side Fund II, L.P. (“AVSFII”) was the record holder of 192,950 shares of Common Stock (the “AVSFII Shares” and, together with the AVLP Shares and the AVSF Shares, the “Record Shares”).

 

Artiman, L.L.C., as the general partner of AVLP, AVSF and AVSFII, may be deemed to beneficially own the Record Shares.

 

The Reporting Persons may be deemed to constitute a “group” for purposes of Section 13(d)(3) of the Act. Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this Statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this Statement held by any other person. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this Statement.

 

(b)

Percent of class:

 

18.6% Artiman Ventures, L.P.

 

19.0% Artiman, LLC

 

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)
Artiman Ventures, L.P.			0				14,759,653				0				14,759,653
Artiman, LLC			0				15,047,975				0				15,047,975

 

(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.

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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.

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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.

 

 

ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

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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.