Edgar Filing: InvenSense Inc

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Maghsoudnia Mozafar

2. Date of Event Requiring Statement (Month/Day/Year)
07/24/2015

3. Issuer Name and Ticker or Trading Symbol
InvenSense Inc [INVN]

(Last)

(First)

(Middle)

C/O INVENSENSE INC.,Â 1745 TECHNOLOGY DRIVE

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
VP Technology & Worldwide Manu

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

SAN JOSE,Â CAÂ 95110

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	9,601	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Unit (RSU)	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	9,500	$ 0 ⁽²⁾	D	Â
Restricted Stock Unit (RSU)	Â ⁽³⁾	Â ⁽³⁾	Common Stock	14,250	$ 0 ⁽²⁾	D	Â
Restricted Stock Unit (RSU)	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	22,500	$ 0 ⁽²⁾	D	Â
Restricted Stock Unit (RSU)	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	14,250	$ 0 ⁽²⁾	D	Â
Restricted Stock Unit (RSU)	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	14,250	$ 0 ⁽²⁾	D	Â
Restricted Stock Unit (RSU)	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	9,000	$ 0 ⁽²⁾	D	Â
Restricted Stock Unit (RSU)	Â ⁽⁸⁾	Â ⁽⁸⁾	Common Stock	25,000	$ 0 ⁽²⁾	D	Â
Stock Option (right to buy)	Â ⁽⁹⁾	09/15/2023	Common Stock	75,000	$ 18.41	D	Â
Stock Option (right to buy)	Â ⁽¹⁰⁾	05/15/2024	Common Stock	60,000	$ 17.66	D	Â
Stock Option (right to buy)	Â ⁽¹¹⁾	05/15/2025	Common Stock	85,000	$ 14.57	D	Â
Stock Option (right to buy)	Â ⁽¹²⁾	06/15/2022	Common Stock	200,000	$ 11.95	D	Â
Stock Option (right to buy)	Â ⁽¹³⁾	06/15/2022	Common Stock	25,000	$ 11.95	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Maghsoudnia Mozafar C/O INVENSENSE INC. 1745 TECHNOLOGY DRIVE SAN JOSE,Â CAÂ 95110	Â	Â	Â VP Technology & Worldwide Manu	Â

Signatures

/s/ Adam Tachner, Attorney-in-Fact for: Mozafar Maghsoudnia		07/31/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Subject to the Reporting Person's continuing employment and the provisions in the Invensense's standard form of RSU award agreement, 50% of the shares will vest on May 15, 2016 and 50% will vest on May 15, 2017. Shares will be delivered to the reporting person on each vest date.
(2)	Each Restricted Stock Unit ("RSU") represents a contingent right to receive at settlement one share of Invensense common stock at no cost.
(3)	Subject to the Reporting Person's continuing employment and the provisions in the Invensense's standard form of RSU award agreement, the shares will vest annually over three years commencing on August 15, 2014. Shares will be delivered to the reporting person on each vest date.
(4)	Subject to the Reporting Person's continuing employment and the provisions in the Invensense's standard form of RSU award agreement, the shares will vest annually over three years commencing on September 15, 2014. Shares will be delivered to the reporting person on each vest date.
(5)	Subject to the Reporting Person's continuing employment and the provisions in the Invensense's standard form of RSU award agreement, the shares will vest annually over three years commencing on November 15, 2014. Shares will be delivered to the reporting person on each vest date.
(6)	Subject to the Reporting Person's continuing employment and the provisions in the Invensense's standard form of RSU award agreement, the shares will vest annually over three years commencing on February 15, 2015. Shares will be delivered to the reporting person on each vest date.
(7)	Subject to the Reporting Person's continuing employment and the provisions in the Invensense's standard form of RSU award agreement, the shares will vest quarterly over three quarters commencing on May 15, 2015. Shares will be delivered to the reporting person on each vest date.
(8)	Subject to the Reporting Person's continuing employment and the provisions in the Invensense's standard form of RSU award agreement, the shares will vest annually over four years commencing on May 15, 2015. Shares will be delivered to the reporting person on each vest date.
(9)	The option vests monthly over 4 years following the vesting commencement date of September 1,2013, at the rate of 1/48 per month.
(10)	The shares subject to this option shall vest 100% on April 1, 2018.
(11)	The option vests monthly over 4 years following the vesting commencement date of May 15, 2015, at the rate of 1/48 per month
(12)	25% of the shares subject to the option vest 1 year following the vesting commencement date of June 11, 2012, with monthly vesting thereafter at the rate of 1/48th per month.
(13)	The shares subject to this option shall vest 100% on June 11, 2017.

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