Ownership Submission
FORM 4
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Partech U.S. Partners IV, L.L.C.
   2. Issuer Name and Ticker or Trading Symbol
InvenSense Inc [INVN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
50 CALIFORNIA STREET SUITE 3200, 		 3. Date of Earliest Transaction (Month/Day/Year)
01/14/2013
(Street)

SAN FRANCISCO, CA 94111		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 01/14/2013   J(1)   2,290,000 D $ 0 (1) 9,138,502 D (2)  
Common Stock               82,017 I See footnote. (3)
Common Stock               34,446 I See footnote. (4)
Common Stock 01/14/2013   J(5)   86,235 A $ 0 (5) 86,235 I See footnote. (6)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Partech U.S. Partners IV, L.L.C.
50 CALIFORNIA STREET SUITE 3200
SAN FRANCISCO, CA 94111		     X    
45th Parallel LLC
50 CALIFORNIA STREET SUITE 3200
SAN FRANCISCO, CA 94111		     X    
WORMS VINCENT
50 CALIFORNIA STREET SUITE 3200
SAN FRANCISCO, CA 94111		     X    
PAR SF II, L.L.C.
50 CALIFORNIA STREET
SUITE 3200
SAN FRANCISCO, CA 94111		     X    

Signatures

 /s/ Vincent R. Worms, Sole Member of PAR SF II LLC, Managing Member of 45th Parallel, LLC and Managing Member of 47th Parallel, LLC, the Managing Member of Partech U.S. Partners IV, LLC   01/16/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This transaction was an in-kind distribution for no consideration of 2,290,000 shares of common stock of InvenSense, Inc. to certain of the reporting person's members.
(2) Securities directly held by Partech U.S. Partners IV, LLC. Vincent R. Worms is the Managing Member of 47th Parallel, LLC, the Managing Member of Partech U.S. Partners IV, LLC, and may be deemed to have voting control and investment power over the securities held by Partech U.S. Partners IV, LLC, but disclaims beneficial ownership of the securities held by Partech U.S. Partners IV, LLC except to the extent of his pecuniary interest therein.
(3) Securities directly held by 45th Parallel, LLC. Vincent R. Worms is the Managing Member of 45th Parallel, LLC, and may be deemed to have voting control and investment power over the securities held by 45th Parallel, LLC, but disclaims beneficial ownership of the securities held by 45th Parallel, LLC except to the extent of his pecuniary interest therein.
(4) Vincent R. Worms is the sole member of PAR SF II LLC and disclaims beneficial ownership of the securities held by PAR SF II LLC except to the extent of his pecuniary interest therein.
(5) The indirect beneficial owner received an in-kind distribution of 86,235 shares of common stock of InvenSense, Inc. from Partech U.S. Partners IV, LLC for no consideration.
(6) Securities directly held by Vincent R. Worms.

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