FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Goehl Daniel 		2. Issuer Name and Ticker or Trading Symbol

InvenSense Inc [ INVN ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
VPWorldwide Sales
(Last)          (First)          (Middle)

C/O INVENSENSE INC., 1745 TECHNOLOGY DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/18/2017
(Street)

SAN JOSE, CA 95110
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   5/18/2017     D    17787   D $13.00   (1) 7500   D    
Common Stock   5/18/2017     D    7500   D $13.00   (2) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (RSU)   $0.00   (3) 5/18/2017     D         12186      (4)   (4) Common Stock   12186     (5) 66564   (6) D    
Restricted Stock Unit (RSU)   $0.00   (3) 5/18/2017     D         66564      (4)   (4) Common Stock   66564     (7) 0   D    
Stock Option (right to buy)   $5.65   5/18/2017     D         113750      (8) 5/16/2026   Common Stock   113750     (9) 146250   (10) D    
Stock Option (right to buy)   $5.65   5/18/2017     D         146250      (8) 5/16/2026   Common Stock   146250     (11) 0   D    
Stock Option (right to buy)   $7.32   5/18/2017     D         8334      (12) 10/20/2021   Common Stock   8334     (13) 0   D    
Stock Option (right to buy)   $7.32   5/18/2017     D         25000      (14) 10/20/2021   Common Stock   25000     (13) 0   D    
Stock Option (right to buy)   $12.92   5/18/2017     D         88752      (15) 5/15/2023   Common Stock   88752     (16) 0   D    

Explanation of Responses:
(1)  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"). Pursuant to the terms of the applicable letter agreement entered into in connection with the Merger, 25% (2,500 shares) of the unvested shares of restricted Issuer Common Stock held by the Reporting Person became fully vested upon the change in control of the Issuer effected by the Merger.
(2)  Represents the Reporting Person's remaining unvested shares of restricted Issuer Common Stock 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 shares of restricted Issuer Common Stock (including continued employment requirements through the applicable date(s) of vesting).
(3)  Each Restricted Stock Unit ("RSU") represents a contingent right to receive at settlement one share of Invensense common stock at no cost.
(4)  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.
(5)  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 letter agreement entered into in connection with the Merger, 25% (12,186 shares) of the unvested RSUs held by the Reporting Person (excluding 30,000 shares subject to an RSU granted 5/15/17) became fully vested upon the change in control of the Issuer effected by the Merger.
(6)  Represents the Reporting Person's remaining unvested RSUs disposed of in exchange for the contingent right to receive the cash value thereof, as described in footnote (7) below.
(7)  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).
(8)  The option vests monthly over 4 years following the vesting commencement date of May 15, 2016, at the rate of 1/48 per month.
(9)  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). Pursuant to the terms of the applicable letter agreement entered into in connection with the Merger, 25% (48,750 shares) of the unvested options held by the Reporting Person became fully vested upon the change in control of the Issuer effected by the Merger.
(10)  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 (11) below.
(11)  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).
(12)  The option vests over 3 years following the vesting commencement date of October 1, 2011, at the rate of 1/36th per month.
(13)  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).
(14)  The option vests over 1 year following the vesting commencement date of April 1, 2015, at the rate of 1/12 per month.
(15)  The option vests over 4 years following the vesting commencement date of April 1, 2013, at the rate of 1/48th per month.
(16)  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 ($0.08).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Goehl Daniel
C/O INVENSENSE INC.
1745 TECHNOLOGY DRIVE
SAN JOSE, CA 95110

VPWorldwide Sales

Signatures
David Young, Attorney-in-Fact For: Daniel Goehl 5/22/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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