0001437749-13-008072.txt : 20130626 0001437749-13-008072.hdr.sgml : 20130626 20130626160003 ACCESSION NUMBER: 0001437749-13-008072 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130626 DATE AS OF CHANGE: 20130626 GROUP MEMBERS: ALEXANDER DRIBINSKY GROUP MEMBERS: CHERYL MERINO GROUP MEMBERS: DR. DONG AN, PH.D. GROUP MEMBERS: DR. ERIC CHOJNACKI, PH.D. GROUP MEMBERS: DR. PAUL ZAVRACKY, PH.D. GROUP MEMBERS: HAIDONG LIU GROUP MEMBERS: JAMES FENNELLY GROUP MEMBERS: JOHN NEWTON GROUP MEMBERS: JOSE RIOS GROUP MEMBERS: LEI ZHANG GROUP MEMBERS: LEYUE JIANG GROUP MEMBERS: NOUREDDINE HAWAT GROUP MEMBERS: PATRICIA NIU GROUP MEMBERS: WEI ZHANG GROUP MEMBERS: YONGYAO CAI SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEMSIC Inc CENTRAL INDEX KEY: 0001386198 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83653 FILM NUMBER: 13934507 BUSINESS ADDRESS: STREET 1: 800 Turnpike Street CITY: North Andover STATE: MA ZIP: 01845 BUSINESS PHONE: 9787380900 MAIL ADDRESS: STREET 1: 800 Turnpike Street CITY: North Andover STATE: MA ZIP: 01845 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Zhao Yang CENTRAL INDEX KEY: 0001421552 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: ONE TECH DRIVE STREET 2: SUITE 325 CITY: ANDOVER STATE: MA ZIP: 01810 SC 13D/A 1 yangz20130626_sc13da.htm SCHEDULE 13D/A mems20130626_sc13da.htm

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549


____________


Schedule 13D

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)*

 

Information to be Included in Statements Filed Pursuant To Rule 13d-1(a)
and Amendments Thereto Filed Pursuant To Rule 13d-2(a)


MEMSIC, Inc.


(Name of Issuer)


Common Stock, par value $0.00001 per share


(Title of Class of Securities)


586264103


(CUSIP Number)


Dr. Yang Zhao, Ph.D.

Patricia Niu

c/o MEMSIC, Inc.

One Tech Drive, Suite 325

Andover, MA 01810

(978) 738-0900

 

With a copy to:


Robert L. Birnbaum

Foley Hoag LLP

Seaport West

155 Seaport Boulevard

Boston, MA 02210

(617) 832-7000


(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)


May 24, 2013


(Date of Event Which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.


Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.


*

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 disclosures provided in a prior cover page.

 

The information required on 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).

 

 
1

 

 

CUSIP No.

586264103


 

1.

NAME OF REPORTING PERSON:

Dr. Yang Zhao, Ph.D.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)
(b)

3.

SEC USE ONLY

4.

SOURCE OF FUNDS

PF

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

7.

SOLE VOTING POWER

981,904(1)

SHARES
BENEFICIALLY

8.

SHARED VOTING POWER

0

OWNED BY EACH
REPORTING
PERSON
WITH

9.

SOLE DISPOSITIVE POWER

981,904(1)

10.

SHARED DISPOSITIVE POWER

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

981,904(1)

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.0% (2)

14.

TYPE OF REPORTING PERSON

IN


(1) Includes 18,596 shares of common stock held by Dr. Zhao as Trustee of the Yang Zhao Children’s Grantor Retained Annuity Trust and 104,218 shares of restricted stock granted on April 4, 2011, of which 69,218 shares are vested and 17,500 shares shall vest on each of the third and fourth anniversaries of the date of the grant.


(2) Based upon 24,296,504 shares of common stock outstanding as of May 10, 2013, as reported by MEMSIC, Inc. in its Form 10-Q filed on May 15, 2013, and assuming the acquisition of 496,250 shares of common stock subject to incentive stock options and non-qualified stock options held by Dr. Zhao.


 
2

 

 

CUSIP No.

586264103


 

1.

NAME OF REPORTING PERSON:

Patricia Niu

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)
(b)

3.

SEC USE ONLY

4.

SOURCE OF FUNDS

PF

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

People’s Republic of China

NUMBER OF

7.

SOLE VOTING POWER

230,656

SHARES

BENEFICIALLY

8.

SHARED VOTING POWER

0

  OWNED BY EACH
REPORTING

9.

SOLE DISPOSITIVE POWER

230,656

PERSON
WITH

10.

SHARED DISPOSITIVE POWER

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

230,656

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.9% (1)

14.

TYPE OF REPORTING PERSON

IN

 

(1) Based upon 24,296,504 shares of common stock outstanding as of May 10, 2013, as reported by MEMSIC, Inc. in its Form 10-Q filed on May 15, 2013, and assuming the acquisition of 184,685 shares of common stock subject to incentive stock options, non-qualified stock options and restricted stock units held by Ms. Niu.

 

 
3

 

 

CUSIP No.

586264103


 

1.

NAME OF REPORTING PERSON:

Dr. Paul Zavracky, Ph.D.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)
(b)

3.

SEC USE ONLY

4.

SOURCE OF FUNDS

PF

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

7.

SOLE VOTING POWER

208,659

SHARES

BENEFICIALLY

8.

SHARED VOTING POWER

0

  OWNED BY EACH
REPORTING

9.

SOLE DISPOSITIVE POWER

208,659

PERSON
WITH

10.

SHARED DISPOSITIVE POWER

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

208,659

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.9% (1)

14.

TYPE OF REPORTING PERSON

IN


(1) Based upon 24,296,504 shares of common stock outstanding as of May 10, 2013, as reported by MEMSIC, Inc. in its Form 10-Q filed on May 15, 2013, and assuming the acquisition of 171,237 shares of common stock subject to incentive stock options, non-qualified stock options and restricted stock units held by Dr. Zavracky.


 
4

 

 

CUSIP No.

586264103


 

1.

NAME OF REPORTING PERSON:

Yongyao Cai

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)
(b)

3.

SEC USE ONLY

4.

SOURCE OF FUNDS

PF

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

People’s Republic of China

NUMBER OF

7.

SOLE VOTING POWER

91,413

SHARES

BENEFICIALLY

8.

SHARED VOTING POWER

0

  OWNED BY EACH

REPORTING

9.

SOLE DISPOSITIVE POWER

91,413

PERSON
WITH

10.

SHARED DISPOSITIVE POWER

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

91,413

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.4% (1)

14.

TYPE OF REPORTING PERSON

IN


(1) Based upon 24,296,504 shares of common stock outstanding as of May 10, 2013, as reported by MEMSIC, Inc. in its Form 10-Q filed on May 15, 2013, and assuming the acquisition of 60,970 shares of common stock subject to non-qualified stock options and restricted stock units held by Mr. Cai.


 
5

 

 

CUSIP No.

586264103


 

1.

NAME OF REPORTING PERSON:

Wei Zhang

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)
(b)

3.

SEC USE ONLY

4.

SOURCE OF FUNDS

PF

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

People’s Republic of China

NUMBER OF

7.

SOLE VOTING POWER

90,500

SHARES

BENEFICIALLY 

8.

SHARED VOTING POWER

0

  OWNED BY EACH

REPORTING

9.

SOLE DISPOSITIVE POWER

90,500

PERSON
WITH

10.

SHARED DISPOSITIVE POWER

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

90,500

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.4% (1)

14.

TYPE OF REPORTING PERSON

IN


(1) Based upon 24,296,504 shares of common stock outstanding as of May 10, 2013, as reported by MEMSIC, Inc. in its Form 10-Q filed on May 15, 2013, and assuming the acquisition of 61,125 shares of common stock subject to non-qualified stock options and restricted stock units held by Mr. Zhang.


 
6

 

 

CUSIP No.

586264103


 

1.

NAME OF REPORTING PERSON:

Haidong Liu

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)
(b)

3.

SEC USE ONLY

4.

SOURCE OF FUNDS

PF

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

People’s Republic of China

NUMBER OF

7.

SOLE VOTING POWER

86,500

SHARES

BENEFICIALLY

8.

SHARED VOTING POWER

0

  OWNED BY EACH

REPORTING

9.

SOLE DISPOSITIVE POWER

86,500

PERSON
WITH

10.

SHARED DISPOSITIVE POWER

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

86,500

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.4% (1)

14.

TYPE OF REPORTING PERSON

IN


(1) Based upon 24,296,504 shares of common stock outstanding as of May 10, 2013, as reported by MEMSIC, Inc. in its Form 10-Q filed on May 15, 2013, and assuming the acquisition of 54,375 shares of common stock subject to non-qualified stock options and restricted stock units held by Mr. Liu.


 
7

 

 

CUSIP No.

586264103


 

1.

NAME OF REPORTING PERSON:

Alexander Dribinsky

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)
(b)

3.

SEC USE ONLY

4.

SOURCE OF FUNDS

PF

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

7.

SOLE VOTING POWER

67,878

SHARES

BENEFICIALLY

8.

SHARED VOTING POWER

0

  OWNED BY EACH

REPORTING

9.

SOLE DISPOSITIVE POWER

67,878

PERSON
WITH

10.

SHARED DISPOSITIVE POWER

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

67,878

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.3% (1)

14.

TYPE OF REPORTING PERSON

IN


(1) Based upon 24,296,504 shares of common stock outstanding as of May 10, 2013, as reported by MEMSIC, Inc. in its Form 10-Q filed on May 15, 2013, and assuming the acquisition of 61,985 shares of common stock subject to non-qualified stock options and restricted stock units held by Mr. Dribinsky.


 
8

 

 

CUSIP No.

586264103


 

1.

NAME OF REPORTING PERSON:

Dr. Dong An, Ph.D.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)
(b)

3.

SEC USE ONLY

4.

SOURCE OF FUNDS

PF

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

People’s Republic of China

NUMBER OF

7.

SOLE VOTING POWER

23,575

SHARES

BENEFICIALLY

8.

SHARED VOTING POWER

0

  OWNED BY EACH

REPORTING

9.

SOLE DISPOSITIVE POWER

23,575

PERSON
WITH

10.

SHARED DISPOSITIVE POWER

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

23,575

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.1% (1)

14.

TYPE OF REPORTING PERSON

IN


(1) Based upon 24,296,504 shares of common stock outstanding as of May 10, 2013, as reported by MEMSIC, Inc. in its Form 10-Q filed on May 15, 2013, and assuming the acquisition of 22,500 shares of common stock subject to non-qualified stock options and restricted stock units held by Dr. An.


 
9

 

 

CUSIP No.

586264103


 

1.

NAME OF REPORTING PERSON:

James Fennelly

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)
(b)

3.

SEC USE ONLY

4.

SOURCE OF FUNDS

PF, OO

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

7.

SOLE VOTING POWER

25,125

SHARES

BENEFICIALLY

8.

SHARED VOTING POWER

0

  OWNED BY EACH

REPORTING

9.

SOLE DISPOSITIVE POWER

25,125

PERSON
WITH

10.

SHARED DISPOSITIVE POWER

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

25,125

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.1% (1)

14.

TYPE OF REPORTING PERSON

IN


(1) Based upon 24,296,504 shares of common stock outstanding as of May 10, 2013, as reported by MEMSIC, Inc. in its Form 10-Q filed on May 15, 2013, and assuming the acquisition of 22,091 shares of common stock subject to non-qualified stock options and restricted stock units held by Mr. Fennelly.

 

 
10

 

 

CUSIP No.

586264103


 

1.

NAME OF REPORTING PERSON:

Dr. Eric Chojnacki, Ph.D.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)
(b)

3.

SEC USE ONLY

4.

SOURCE OF FUNDS

PF

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

7.

SOLE VOTING POWER

11,239

SHARES

BENEFICIALLY 

8.

SHARED VOTING POWER

0

  OWNED BY EACH

REPORTING

9.

SOLE DISPOSITIVE POWER

11,239

PERSON
WITH

10.

SHARED DISPOSITIVE POWER

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,239

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0% (1)

14.

TYPE OF REPORTING PERSON

IN


(1) Based upon 24,296,504 shares of common stock outstanding as of May 10, 2013, as reported by MEMSIC, Inc. in its Form 10-Q filed on May 15, 2013, and assuming the acquisition of 10,000 shares of common stock subject to non-qualified stock options and restricted stock units held by Dr. Chojnacki.


 
11

 

 

CUSIP No.

586264103


 

1.

NAME OF REPORTING PERSON:

Lei Zhang

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)
(b)

3.

SEC USE ONLY

4.

SOURCE OF FUNDS

PF

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

7.

SOLE VOTING POWER

12,921

SHARES

BENEFICIALLY

8.

SHARED VOTING POWER

0

  OWNED BY EACH

REPORTING

9.

SOLE DISPOSITIVE POWER

12,921

PERSON
WITH

10.

SHARED DISPOSITIVE POWER

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,921

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.1% (1)

14.

TYPE OF REPORTING PERSON

IN


(1) Based upon 24,296,504 shares of common stock outstanding as of May 10, 2013, as reported by MEMSIC, Inc. in its Form 10-Q filed on May 15, 2013, and assuming the acquisition of 7,091 shares of common stock subject to non-qualified stock options and restricted stock units held by Ms. Zhang.


 
12

 

 

CUSIP No.

586264103


 

1.

NAME OF REPORTING PERSON:

Noureddine Hawat

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)
(b)

3.

SEC USE ONLY

4.

SOURCE OF FUNDS

PF

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

7.

SOLE VOTING POWER

8,739

SHARES

BENEFICIALLY

8.

SHARED VOTING POWER

0

  OWNED BY EACH

REPORTING

9.

SOLE DISPOSITIVE POWER

8,739

PERSON
WITH

10.

SHARED DISPOSITIVE POWER

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,739

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0% (1)

14.

TYPE OF REPORTING PERSON

IN


(1) Based upon 24,296,504 shares of common stock outstanding as of May 10, 2013, as reported by MEMSIC, Inc. in its Form 10-Q filed on May 15, 2013, and assuming the acquisition of 7,500 shares of common stock subject to non-qualified stock options and restricted stock units held by Mr. Hawat.


 
13

 

 

CUSIP No.

586264103


 

1.

NAME OF REPORTING PERSON:

Leyue Jiang

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)
(b)

3.

SEC USE ONLY

4.

SOURCE OF FUNDS

PF

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

People’s Republic of China

NUMBER OF

7.

SOLE VOTING POWER

8,325

SHARES

BENEFICIALLY

8.

SHARED VOTING POWER

0

  OWNED BY EACH

REPORTING

9.

SOLE DISPOSITIVE POWER

8,325

PERSON
WITH

10.

SHARED DISPOSITIVE POWER

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,325

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0% (1)

14.

TYPE OF REPORTING PERSON

IN


(1) Based upon 24,296,504 shares of common stock outstanding as of May 10, 2013, as reported by MEMSIC, Inc. in its Form 10-Q filed on May 15, 2013, and assuming the acquisition of 4,075 shares of common stock subject to non-qualified stock options and restricted stock units held by Mr. Jiang.


 
14

 

 

CUSIP No.

586264103


 

1.

NAME OF REPORTING PERSON:

Cheryl Merino

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)
(b)

3.

SEC USE ONLY

4.

SOURCE OF FUNDS

Not applicable

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

7.

SOLE VOTING POWER

2,614

SHARES

BENEFICIALLY

8.

SHARED VOTING POWER

0

  OWNED BY EACH

REPORTING

9.

SOLE DISPOSITIVE POWER

2,614

PERSON
WITH

10.

SHARED DISPOSITIVE POWER

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,614

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0%(1)

14.

TYPE OF REPORTING PERSON

IN

 

(1) Based upon 24,296,504 shares of common stock outstanding as of May 10, 2013, as reported by MEMSIC, Inc. in its Form 10-Q filed on May 15, 2013, and assuming the acquisition of 2,614 shares of common stock subject to non-qualified stock options and restricted stock units held by Ms. Merino.

 

 
15

 

 

CUSIP No.

586264103


 

1.

NAME OF REPORTING PERSON:

John Newton

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)
(b)

3.

SEC USE ONLY

4.

SOURCE OF FUNDS

Not applicable

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

7.

SOLE VOTING POWER

6,970

SHARES

BENEFICIALLY

8.

SHARED VOTING POWER

0

  OWNED BY EACH

REPORTING

9.

SOLE DISPOSITIVE POWER

6,970

PERSON
WITH

10.

SHARED DISPOSITIVE POWER

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,970

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0%

14.

TYPE OF REPORTING PERSON

IN

 

(1) Based upon 24,296,504 shares of common stock outstanding as of May 10, 2013, as reported by MEMSIC, Inc. in its Form 10-Q filed on May 15, 2013, and assuming the acquisition of 6,970 shares of common stock subject to non-qualified stock options and restricted stock units held by Mr. Newton.

 

 
16

 

 

CUSIP No.

586264103


 

1.

NAME OF REPORTING PERSON:

Jose Rios

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)
(b)

3.

SEC USE ONLY

4.

SOURCE OF FUNDS

Not applicable

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

7.

SOLE VOTING POWER

0

SHARES

BENEFICIALLY

8.

SHARED VOTING POWER

0

  OWNED BY EACH

REPORTING

9.

SOLE DISPOSITIVE POWER

0

PERSON
WITH

10.

SHARED DISPOSITIVE POWER

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0%

14.

TYPE OF REPORTING PERSON

IN

 

 
17

 

 

INTRODUCTORY NOTE

 

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) is filed jointly with respect to MEMSIC, Inc., a Delaware corporation (the “Company” or “MEMSIC”) by Dr. Yang Zhao, Ph.D., Ms. Patricia Niu, Dr. Paul Zavracky, Ph.D., Mr. Yongyao Cai, Mr. Wei Zhang, Mr. Haidong Liu, Mr. Alexander Dribinsky, Dr. Dong An, Ph.D., Mr. James Fennelly, Dr. Eric Chojnacki, Ph.D., Ms. Lei Zhang, Mr. Noureddine Hawat, Mr. Leyue Jiang, Ms. Cheryl Merino, Mr. John Newton and Mr. Jose Rios (collectively referred to herein as the “Reporting Persons”), pursuant to their Joint Filing Agreement, filed as Exhibit 7.01 to the Schedule 13D the Reporting Persons filed with the Securities and Exchange Commission on May 2, 2013 (“Schedule 13D”). Such Joint Filing Agreement is incorporated herein by reference.

 

This Amendment No. 1 is being filed in connection with Mr. Xianfeng Ding’s resignation from the Company on May 24, 2013, his contemporaneous exercise of all of his outstanding non-qualified stock options, and his subsequent disposition of some or all of his shares of the Company’s Common Stock. As a result, Mr. Ding is no longer a Reporting Person or a “Rollover Holder” for purposes of the Schedule 13D, this Amendment No. 1, and any subsequent amendment to the Schedule 13D.

 

This Amendment No. 1 amends and supplements the Schedule 13D, on behalf of the Reporting Persons. Except as provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D. Except as described above with respect to Mr. Ding, all capitalized terms used but not defined herein have the meanings assigned to them in the Schedule 13D.

 

ITEM 2.     IDENTITY AND BACKGROUND.

 

Items 2(a), (b), (c) and (f) of the Schedule 13D are hereby amended and replaced by the following:

 

 

(a)

– (c)

 

 

Dr. Yang Zhao, Ph.D. – President and Chief Executive Officer of the Company

 

Ms. Patricia Niu – Chief Financial Officer of the Company

 

Dr. Paul Zavracky, Ph.D. – President of North American and European Operations of the Company

 

Mr. Yongyao Cai – Director of Technology of the Company

 

Mr. Wei Zhang – General Manager (MEMSIC Semiconductor (WUXI) Co., Ltd.)

 

Mr. Haidong Liu – Product Line Manager (MEMSIC Semiconductor (WUXI) Co., Ltd.)

 

Mr. Alexander Dribinsky – ASIC Design Manager of the Company

 

Dr. Dong An, Ph.D. – Principal Algorithm Software Engineer of the Company

 

Mr. James Fennelly – Business Development Manager of the Company

 

Mr. Eric Chojnacki – Engineer of the Company

 

Ms. Lei Zhang – Vice President – Sales of the Company

 

 
18

 

 

 

Mr. Noureddine Hawat – Director of Engineering of the Company

 

Mr. Leyue Jiang – Engineer (MEMSIC Semiconductor (WUXI) Co., Ltd.)

 

Ms. Cheryl Merino – Human Resources Director of the Company

 

Mr. John Newton – Vice President – Marketing of the Company

 

Mr. Jose Rios – Engineering Director of the Company

 

Each Reporting Person is an executive officer or employee of MEMSIC or one of MEMSIC’s subsidiaries. The business address of each Reporting Person is c/o MEMSIC, Inc., One Tech Drive, Suite 325, Andover, Massachusetts 01810. MEMSIC provides advanced semiconductor sensor and integrated sensing system solutions based on micro electromechanical systems, or MEMS, technology and mixed signal circuit design. Its products include accelerometers, magnetic sensors and electronic compass solutions, integrated high performance inertial measurement units for industrial and avionics applications, MEMS flow sensing systems, and wireless sensing network systems.

 

Information contained herein with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Persons, any Rollover Holder or any other person, except as otherwise provided in Rule 13d-1(k) under the Exchange Act.

 

(f)

 

The following Reporting Persons are citizens of the United States of America: Dr. Yang Zhao, Ph.D., Dr. Paul Zavracky, Ph.D., Mr. Alexander Dribinsky, Mr. James Fennelly, Dr. Eric Chojnacki, Ph.D., Ms. Lei Zhang, Mr. Noureddine Hawat, Ms. Cheryl Merino, Mr. John Newton and Mr. Jose Rios.

 

The following Reporting Persons are citizens of the People’s Republic of China: Ms. Patricia Niu, Mr. Yongyao Cai, Mr. Wei Zhang, Mr. Haidong Liu, Dr. Dong An, Ph.D. and Mr. Leyue Jiang.

 

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

 

Items 5(a) and (b) of the Schedule 13D are hereby amended and replaced by the following:

 

(a) – (b)

 

The Reporting Persons may be deemed to beneficially own, in the aggregate, 1,857,018 shares of Common Stock, representing approximately 7.3% of MEMSIC’s outstanding Common Stock (based upon 24,296,504 shares of Common Stock outstanding as of May 10, 2013, as reported by MEMSIC in its Form 10-Q filed on May 15, 2013, and assuming the Reporting Persons’ acquisition of 1,173,468 shares of Common Stock subject to incentive stock options, non-qualified stock options and restricted stock units held by such Reporting Persons). The Rollover Holders may be deemed to beneficially own, in the aggregate, 6,582,241 shares of Common Stock, representing approximately 25.8% of MEMSIC’s outstanding Common Stock (based upon 24,296,504 shares of Common Stock outstanding as of May 10, 2013, as reported by MEMSIC in its Form 10-Q filed on May 15, 2013, and assuming the Reporting Persons’ acquisition of 1,173,468 shares of Common Stock subject to incentive stock options, non-qualified stock options and restricted stock units held by the Rollover Holders).

 

 
19

 

 

Each Reporting Person has sole voting power and sole dispositive power over the shares of Common Stock beneficially owned by such Reporting Person. The responses of the Reporting Persons to Rows (7) through (11) of the cover pages of this Schedule are incorporated herein by reference.

 

Notwithstanding the foregoing, Dr. Zhao disclaims beneficial ownership of the 18,596 shares of Common Stock held as Trustee of the Yang Zhao Children’s Grantor Retained Annuity Trust, except to the extent of his pecuniary interest therein. Except as expressly otherwise set forth in this Schedule, each Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by any other Reporting Person, Rollover Holder, or other person.

 

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS.

Exhibit No. Description
7.07 Power of Attorney regarding amendments to Schedule 13D, dated as of June 26, 2013 granted by Dr. Yang Zhao, Ph.D., Dr. Paul Zavracky, Ph.D., Mr. John Newton, Mr. Yongyao Cai, Mr. Noureddine Hawat, Mr. Alexander Dribinsky, Dr. Eric Chojnacki, Ph.D., Mr. James Fennelly, Mr. Jose Rios, Ms. Cheryl Merino, Dr. Dong An, Ph.D., Ms. Lei Zhang, Mr. Wei Zhang, Mr. Haidong Liu, and Mr. Leyue Jiang, in favor of Ms. Patricia Niu.

 

 
20

 

 

SIGNATURE


After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.


Dated: June 26, 2013

 

/s/ YANG ZHAO     /s/ PATRICIA NIU  

YANG ZHAO

   

PATRICIA NIU

 
     
/s/ PAUL ZAVRACKY /s/ YONGYAO CAI

PAUL ZAVRACKY

YONGYAO CAI
/s/ WEI ZHANG /s/ HAIDONG LIU

WEI ZHANG

HAIDONG LIU

/s/ ALEXANDER DRIBINSKY /s/ DONG AN

ALEXANDER DRIBINSKY

DONG AN

/s/ JAMES FENNELLY /s/ ERIC CHOJNACKI

JAMES FENNELLY

ERIC CHOJNACKI

/s/ LEI ZHANG /s/ NOUREDDINE HAWAT

LEI ZHANG

NOUREDDINE HAWAT

/s/ LEYUE JIANG /s/ CHERYL MERINO

LEYUE JIANG

CHERYL MERINO

/s/ JOHN NEWTON /s/ JOSE RIOS

JOHN NEWTON

JOSE RIOS

 

 
[Signature Page to Schedule 13D, Amendment No. 1]

 

 

EXHIBIT INDEX

Exhibit No. Description
7.07 Power of Attorney regarding amendments to Schedule 13D, dated as of June 26, 2013 granted by Dr. Yang Zhao, Ph.D., Dr. Paul Zavracky, Ph.D., Mr. John Newton, Mr. Yongyao Cai, Mr. Noureddine Hawat, Mr. Alexander Dribinsky, Dr. Eric Chojnacki, Ph.D., Mr. James Fennelly, Mr. Jose Rios, Ms. Cheryl Merino, Dr. Dong An, Ph.D., Ms. Lei Zhang, Mr. Wei Zhang, Mr. Haidong Liu, and Mr. Leyue Jiang, in favor of Ms. Patricia Niu.

 

 

EX-7 2 yangz20130626_sc13daex7-07.htm EXHIBIT 7.7 mems20130626_sc13daex7-07.htm

Exhibit 7.07

 

POWER OF ATTORNEY

 

Each of the undersigned does hereby appoint Patricia Niu as his or her true and lawful attorney-in-fact, for the purpose of, from time to time, executing in his or her name and on his or her behalf, any and all amendments or other documents relating to the Schedule 13D filed by the undersigned with the U.S. Securities and Exchange Commission (the “SEC”) on May 2, 2013, as such attorney-in-fact shall determine to be necessary or appropriate to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended, and filing the same with the SEC on behalf of the undersigned, and delivering, furnishing or filing any such documents as exhibits thereto, and give and grant to such attorney-in-fact the power and authority to act in the premises as fully and to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Any such determination by the attorney-in-fact shall be conclusively evidenced by such person’s execution, delivery, furnishing or filing of the applicable document. This power of attorney shall remain in effect until expressly revoked in writing by the undersigned.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on the date set forth below.

 

/s/ Yang Zhao

Date: June 26, 2013

Yang Zhao

 

/s/ Paul Zavracky

Date: June 26, 2013

Paul Zavracky

 

/s/ John Newton

Date: June 26, 2013

John Newton

 

/s/ Yongyao Cai

Date: June 26, 2013

Yongyao Cai

 

/s/ Noureddine Hawat

Date: June 26, 2013

Noureddine Hawat

 

/s/ Alexander Dribinksy

Date: June 26, 2013

Alexander Dribinksy

 

/s/ Eric Chojnacki

Date: June 26, 2013

Eric Chojnacki

 

/s/ James Fennelly

Date: June 26, 2013

James Fennelly

 

/s/ Jose Rios

Date: June 26, 2013

Jose Rios

 

/s/ Cheryl Merino

Date: June 26, 2013

Cheryl Merino

 

/s/ Dong An

Date: June 26, 2013

Dong An

 

/s/Lei Zhang

Date: June 26, 2013

Lei Zhang

 

/s/Wei Zhang

Date: June 26, 2013

Wei Zhang

 

/s/ Haidong Liu

Date: June 26, 2013

Haidong Liu

 

/s/ Leyue Jiang

Date: June 26, 2013

Leyue Jiang