INVN Invensense, Inc.

EXPLANATORY NOTE/ DEREGISTRATION OF UNSOLD SECURITIES

Pursuant to an Agreement and Plan of Merger, dated as of December 21, 2016 (the “Agreement”), by and among InvenSense, Inc., a Delaware corporation (“Registrant”), TDK Corporation, a company organized under the laws of Japan (“Parent”) and TDK Sensor Solutions Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), on May 18, 2017, Merger Sub was merged with and into the Registrant with the Registrant surviving as a wholly owned subsidiary of Parent, at which time the Registrant’s equity securities ceased to be publicly traded.

The Registrant previously registered shares of the Registrant’s common stock, $0.001 par value per share (“Common Stock”), issuable or issued under certain employee benefit and equity plans and agreements under the below referenced Registration Statements on Form S-8 (the “Registration Statements”). As a result of the consummation of the transactions contemplated by the Agreement, the Registrant has terminated all offerings of Common Stock pursuant to the below referenced Registration Statements. In accordance with an undertaking made by the Registrant in each of the Registration Statements to remove from registration by means of a post-effective amendment any securities that remain unsold at the termination of the offering, the Registrant hereby removes and withdraws from registration all Common Stock that remain unsold as of the date hereof registered pursuant to the Registration Statements. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities.