4//SEC Filing
InvenSense Inc 4
Accession 0001209191-17-034499
CIK 0001294924operating
Filed
May 21, 8:00 PM ET
Accepted
May 22, 7:13 PM ET
Size
14.3 KB
Accession
0001209191-17-034499
Insider Transaction Report
Form 4
InvenSense IncINVN
Olson Jon A
Director
Transactions
- Disposition to Issuer
Common Stock
2017-05-18$13.00/sh−44,030$572,390→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2017-05-18−90,000→ 0 totalExercise: $7.32Exp: 2021-10-20→ Common Stock (90,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2017-05-18−20,000→ 0 totalExercise: $11.85Exp: 2022-10-21→ Common Stock (20,000 underlying) - Disposition to Issuer
Restricted Stock Unit (RSU)
2017-05-18−15,638→ 0 totalExercise: $0.00→ Common Stock (15,638 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").
- [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 service to the corporation and the provisions in the Invensense's standard form of RSU award agreement, the shares will vest on December 31, 2017. Shares will be delivered to the reporting person on each vest date; provided, however, that settlement of each RSU will be deferred to the first permissible trading day for the corporation's common stock, if later than the applicable vesting date, but no later than March 15th of the year following the vesting date.
- [F4]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 RSU award agreement, 100% of the unvested RSUs held by the Reporting Person became fully vested upon the change in control of the Issuer effected by the Merger.
- [F5]The option vests monthly over 4 years following the vesting commencement date of October 21, 2011, 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 ($5.68).
- [F7]The option vests over 1 year following the vesting commencement date of October 21, 2015 at the rate of 1/12th per month.
- [F8]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 ($1.15).
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, 7:13 PM ET
- Size
- 14.3 KB