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4//SEC Filing

InvenSense Inc 4

Accession 0001209191-17-034472

CIK 0001294924operating
View on SEC.govCompany Profile

Filed

May 21, 8:00 PM ET

Accepted

May 22, 6:41 PM ET

Size

28.0 KB

Accession

0001209191-17-034472

Insider Transaction Report

Form 4
Period: 2017-05-18
InvenSense IncINVN
Goehl Daniel
Vice President
Transactions
  • Disposition to Issuer

    Stock Option (right to buy)

    2017-05-18−88,752→ 0 total
    Exercise: $12.92Exp: 2023-05-15→ Common Stock (88,752 underlying)
  • Disposition to Issuer

    Common Stock

    2017-05-18$13.00/sh−17,787$231,231→ 7,500 total
  • Disposition to Issuer

    Common Stock

    2017-05-18$13.00/sh−7,500$97,500→ 0 total
  • Disposition to Issuer

    Restricted Stock Unit (RSU)

    2017-05-18−12,186→ 66,564 total
    Exercise: $0.00→ Common Stock (12,186 underlying)
  • Disposition to Issuer

    Restricted Stock Unit (RSU)

    2017-05-18−66,564→ 0 total
    Exercise: $0.00→ Common Stock (66,564 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2017-05-18−113,750→ 146,250 total
    Exercise: $5.65Exp: 2026-05-16→ Common Stock (113,750 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2017-05-18−146,250→ 0 total
    Exercise: $5.65Exp: 2026-05-16→ Common Stock (146,250 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2017-05-18−8,334→ 0 total
    Exercise: $7.32Exp: 2021-10-20→ Common Stock (8,334 underlying)
  • Disposition to Issuer

    Stock Option (right to buy)

    2017-05-18−25,000→ 0 total
    Exercise: $7.32Exp: 2021-10-20→ Common Stock (25,000 underlying)
Footnotes (16)
  • [F1]Disposed of in connection with the acquisition of the Issuer by TDK Corporation (the "Merger") pursuant to the Agreement and Plan of Merger, dated as of December 21, 2016, by and among the Issuer, TDK Corporation and TDK Sensor Solutions Corporation, (the "Merger Agreement"), whereby each share of Issuer common stock ("Issuer Common Stock") other than certain shares owned by the Issuer, TDK Corporation and their respective subsidiaries and shares subject to appraisal rights, was automatically cancelled and converted into the right to receive $13.00 in cash, without interest (the "Merger Consideration"). Pursuant to the terms of the applicable letter agreement entered into in connection with the Merger, 25% (2,500 shares) of the unvested shares of restricted Issuer Common Stock held by the Reporting Person became fully vested upon the change in control of the Issuer effected by the Merger.
  • [F10]Represents the Reporting Person's remaining unvested option disposed of in exchange for the contingent right to receive the cash value thereof, as described in footnote (11) below.
  • [F11]Represents the Reporting Person's remaining unvested option with an exercise price less than the Merger Consideration disposed of in exchange for the contingent right to receive the cash value thereof (calculated by reference to the amount by which the Merger Consideration exceeds the exercise price per share of such unvested option ($7.35)), assuming the Reporting Person's satisfaction of all vesting conditions that would have related to the terminated unvested option (including continued employment requirements through the applicable date(s) of vesting).
  • [F12]The option vests over 3 years following the vesting commencement date of October 1, 2011, at the rate of 1/36th per month.
  • [F13]Disposed of pursuant to the Merger Agreement, whereby each vested option to acquire Issuer Common Stock with an exercise price less than the Merger Consideration was cancelled in exchange for the right to receive a cash payment equal to the product of the total number of shares subject to the vested option multiplied by the amount by which the Merger Consideration exceeds the exercise price per share of such vested option ($5.68).
  • [F14]The option vests over 1 year following the vesting commencement date of April 1, 2015, at the rate of 1/12 per month.
  • [F15]The option vests over 4 years following the vesting commencement date of April 1, 2013, at the rate of 1/48th per month.
  • [F16]Disposed of pursuant to the Merger Agreement, whereby each vested option to acquire Issuer Common Stock with an exercise price less than the Merger Consideration was cancelled in exchange for the right to receive a cash payment equal to the product of the total number of shares subject to the vested option multiplied by the amount by which the Merger Consideration exceeds the exercise price per share of such vested option ($0.08).
  • [F2]Represents the Reporting Person's remaining unvested shares of restricted Issuer Common Stock disposed of in exchange for the contingent right to receive the cash value thereof (calculated by reference to the Merger Consideration of $13.00 per share), assuming the Reporting Person's satisfaction of all vesting conditions that would have related to the terminated unvested shares of restricted Issuer Common Stock (including continued employment requirements through the applicable date(s) of vesting).
  • [F3]Each Restricted Stock Unit ("RSU") represents a contingent right to receive at settlement one share of Invensense common stock at no cost.
  • [F4]Subject to the Reporting Person's continuing employment and the provisions in the Invensense's standard form of RSU award agreement, the shares will commence vesting as of the Grant Date and vest at a rate of 25% annually. Shares will be delivered to the reporting person on each vest date.
  • [F5]Disposed of pursuant to the Merger Agreement, whereby each vested restricted stock unit of Issuer Common Stock ("RSU") was cancelled in exchange for the right to receive a cash payment equal to the product of the Merger Consideration multiplied by the total number of shares subject to the vested RSU. Pursuant to the terms of the applicable letter agreement entered into in connection with the Merger, 25% (12,186 shares) of the unvested RSUs held by the Reporting Person (excluding 30,000 shares subject to an RSU granted 5/15/17) became fully vested upon the change in control of the Issuer effected by the Merger.
  • [F6]Represents the Reporting Person's remaining unvested RSUs disposed of in exchange for the contingent right to receive the cash value thereof, as described in footnote (7) below.
  • [F7]Represents the Reporting Person's remaining unvested RSUs disposed of in exchange for the contingent right to receive the cash value thereof (calculated by reference to the Merger Consideration of $13.00 per share), assuming the Reporting Person's satisfaction of all vesting conditions that would have related to the terminated unvested RSUs (including continued employment requirements through the applicable date(s) of vesting).
  • [F8]The option vests monthly over 4 years following the vesting commencement date of May 15, 2016, at the rate of 1/48 per month.
  • [F9]Disposed of pursuant to the Merger Agreement, whereby each vested option to acquire Issuer Common Stock with an exercise price less than the Merger Consideration was cancelled in exchange for the right to receive a cash payment equal to the product of the total number of shares subject to the vested option multiplied by the amount by which the Merger Consideration exceeds the exercise price per share of such vested option ($7.35). Pursuant to the terms of the applicable letter agreement entered into in connection with the Merger, 25% (48,750 shares) of the unvested options held by the Reporting Person became fully vested upon the change in control of the Issuer effected by the Merger.

Documents

1 file

Issuer

InvenSense Inc

CIK 0001294924

→
Entity typeoperating
IncorporatedDE

Related Parties

1
  • filerCIK 0001294924

Filing Metadata

Form type
4
Filed
May 21, 8:00 PM ET
Accepted
May 22, 6:41 PM ET
Size
28.0 KB
View on SEC.gov