Schedule 13G Amendment No. 1

0001193125-13-043107.txt : 20130207 0001193125-13-043107.hdr.sgml : 20130207 20130207134228 ACCESSION NUMBER: 0001193125-13-043107 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130207 DATE AS OF CHANGE: 20130207 GROUP MEMBERS: 45TH PARALLEL LLC GROUP MEMBERS: 47TH PARALLEL LLC GROUP MEMBERS: PAR SF II LLC GROUP MEMBERS: VINCENT R. WORMS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: InvenSense Inc CENTRAL INDEX KEY: 0001294924 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86625 FILM NUMBER: 13581400 BUSINESS ADDRESS: STREET 1: 1197 BORREGAS AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 650) 493-9300 MAIL ADDRESS: STREET 1: 1197 BORREGAS AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94089 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Partech U.S. Partners IV, L.L.C. CENTRAL INDEX KEY: 0001353225 IRS NUMBER: 943352853 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O 50 CALIFORNIA STREET STREET 2: SUITE 3200 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-788-2929 MAIL ADDRESS: STREET 1: C/O 50 CALIFORNIA STREET STREET 2: SUITE 3200 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G/A 1 d481709dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 1 Schedule 13G Amendment No. 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

InvenSense, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

46123D 20 5

(CUSIP Number)

December 31, 2012

(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).


CUSIP No. 46123D 20 5


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Partech U.S. Partners IV LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x¨ (b) ¨
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 6,088,502
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 6,088,502
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,088,502
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 7.3%
12.	Type of Reporting Person (See Instructions) OO


CUSIP No. 46123D 20 5


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) 47^th Parallel LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
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 6,088,502
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 6,088,502
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,088,502
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 7.3%
12.	Type of Reporting Person (See Instructions) OO


CUSIP No. 46123D 20 5


(1)	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) 45th Parallel LLC
(2)	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
(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 38,517
		(7)	Sole Dispositive Power 0
		(8)	Shared Dispositive Power 38,517
(9)	Aggregate Amount Beneficially Owned by Each Reporting Person 38,517
(10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
(11)	Percent of Class Represented by Amount in Row (9) 0.05%
(12)	Type of Reporting Person (See Instructions) OO


CUSIP No. 46123D 20 5


(1)	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) PAR SF II LLC
(2)	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
(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 34,446
		(7)	Sole Dispositive Power 0
		(8)	Shared Dispositive Power 34,446
(9)	Aggregate Amount Beneficially Owned by Each Reporting Person 34,446
(10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
(11)	Percent of Class Represented by Amount in Row (9) 0.04%
(12)	Type of Reporting Person (See Instructions) OO


CUSIP No. 46123D 20 5


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Vincent R. Worms
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization France
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 144,663
		6.	Shared Voting Power 6,161,465
		7.	Sole Dispositive Power 144,663
		8.	Shared Dispositive Power 6,161,465
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,306,128
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.	Percent of Class Represented by Amount in Row (9) 7.6%
12.	Type of Reporting Person (See Instructions) IN


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 Partech U.S. Partners IV LLC (“Partech U.S.”) 47^th Parallel LLC (“47^th Parallel”) 45^th Parallel LLC (“45^th Parallel”) PAR SF II LLC (“PAR SF”) Vincent R. Worms

	(b)	Address of Principal Business Office or, if none, Residence The address of Partech U.S., 47^th Parallel, 45^th Parallel and PAR SF is: 209 Orange Street Wilmington, DE 19801 The address of Vincent R. Worms is: 50 California Street, Ste. 3200 San Francisco, CA 94111

	(c)	Citizenship Partech U.S. - Delaware limited liability company 47^th Parallel - Delaware limited liability company 45^th Parallel - Delaware limited liability company Par SF - Delaware limited liability company Vincent R. Worms – France

	(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.


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 January 28, 2013 (i) Partech U.S. was the record holder of 6,088,502 shares of Common Stock (the “Partech U.S. Shares”); (ii) 45^th Parallel LLC (“45^th Parallel”) was the record holder of 38,517 shares of Common Stock (the “45^th Parallel Shares”); and (iii) PAR SF II LLC (“Par SF”) was the record holder of 34,446 shares of Common Stock (the “PAR SF Shares”); and (iv) Vincent R. Worms was the record holder of 144,663 shares of Common Stock (the “Worms Shares” and, together with the Partech U.S. Shares, the 45^th Parallel Shares and the PAR SF Shares, the “Record Shares”).


				47^th Parallel, as the managing member of Partech U.S., may be deemed to beneficially own the Partech U.S. Shares. Vincent R. Worms, as the managing member of 47^th Parallel and 45^th Parallel and as the sole member of PAR SF, may be deemed to beneficially own the Record Shares.

				Such persons and entities disclaim beneficial ownership of the Record Shares except to the extent of pecuniary interest therein.
		(b)		Percent of class: 7.3% Partech U.S. Partners IV LLC 7.3% 47th Parallel LLC 0.05% 45th Parallel 0.04% PAR SF 7.6% Vincent R. Worms
				The ownership percentages above are based on an aggregate of 83,076,782 shares of Common Stock outstanding as of October 26, 2012, as reported in the Issuer’s 10-Q, dated November 14, 2012, filed with the Securities and Exchange Commission on November 14, 2012.
		(c)		Number of shares as to which the person has:


	NUMBER OF SHARES
Reporting Person	(i)		(ii)		(iii)		(iv)
Partech U.S.		0		6,088,502		0		6,088,502
47^th Parallel		0		6,088,502		0		6,088,502
45^th Parallel		0		38,517		0		38,517
PAR SF		0		34,446		0		34,446
Vincent R. Worms		144,663		6,161,465		144,663		6,161,465
(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.

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.

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 7, 2013


PARTECH U.S. PARTNERS IV LLC

By:	47th Parallel, LLC, Managing Member

	By:	/s/ Vincent R. Worms
		Vincent R. Worms, Managing Member

47TH PARALLEL LLC

By:	/s/ Vincent R. Worms
	Vincent R. Worms, Managing Member

45TH PARALLEL LLC

By:	/s/ Vincent R. Worms
	Vincent R. Worms, Managing Member

PAR SF II LLC

By:	/s/ Vincent R. Worms
	Vincent R. Worms, Managing Member

/s/ Vincent R. Worms
Vincent R. Worms


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

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 7, 2013.


PARTECH U.S. PARTNERS IV LLC

By:	47th Parallel, LLC, Managing Member

	By:	/s/ Vincent R. Worms
		Vincent R. Worms, Managing Member

47TH PARALLEL LLC

By:	/s/ Vincent R. Worms
	Vincent R. Worms, Managing Member


45TH PARALLEL LLC

By:	/s/ Vincent R. Worms
	Vincent R. Worms, Managing Member

PAR SF II LLC

By:	/s/ Vincent R. Worms
	Vincent R. Worms, Managing Member

/s/ Vincent R. Worms
Vincent R. Worms