4//SEC Filing
InvenSense Inc 4
Accession 0001209191-17-034474
CIK 0001294924operating
Filed
May 21, 8:00 PM ET
Accepted
May 22, 6:44 PM ET
Size
14.3 KB
Accession
0001209191-17-034474
Insider Transaction Report
Form 4
InvenSense IncINVN
DENTINGER MARK P
Chief Financial Officer
Transactions
- Disposition to Issuer
Restricted Stock Unit (RSU)
2017-05-18−117,500→ 0 totalExercise: $0.00→ Common Stock (117,500 underlying) - Disposition to Issuer
Stock Option (right to buy)
2017-05-18−262,500→ 0 totalExercise: $5.65Exp: 2026-05-16→ Common Stock (262,500 underlying) - Disposition to Issuer
Common Stock
2017-05-18$13.00/sh−43,457$564,941→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2017-05-18−87,500→ 262,500 totalExercise: $5.65Exp: 2026-05-16→ Common Stock (87,500 underlying)
Footnotes (8)
- [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"). Includes shares of Issuer Common Stock purchased May 15, 2017 pursuant to Issuer's 2013 Employee Stock Purchase Plan, as amended on September 16, 2016.
- [F2]Each Restricted Stock Unit ("RSU") represents a contingent right to receive at settlement one share of Invensense common stock at no cost.
- [F3]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.
- [F4]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).
- [F5]The option vests monthly over 4 years following the vesting commencement date of May 15, 2016, at the rate of 1/48 per month.
- [F6]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).
- [F7]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 (8) below.
- [F8]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).
Documents
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, 6:44 PM ET
- Size
- 14.3 KB