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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1. Name and Address of Reporting Person * Abdi Behrooz L.   2. Issuer Name and Ticker or Trading Symbol InvenSense Inc [INVN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO and President (Last) (First) (Middle) 1197 BORREGAS AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 10/23/2012 (Street) SUNNYVALE, CA 94089 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ 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 10/24/2012   A   414,770 (1) A $ 0 414,770 D

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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

Stock Option (right to buy)

$ 7.32

10/23/2012

D

61,875 (2)

(2)

07/08/2021

Common Stock

61,875 (2)

$ 7.32

28,125

D

Stock Option (right to buy)

$ 11.56

10/24/2012

A

829,540

(3)

10/23/2022

Common Stock

829,540

$ 11.56

829,540

D

Stock Option (right to buy)

$ 11.56

10/24/2012

A

622,155

(4)

10/23/2022

Common Stock

622,155

$ 11.56

622,155

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Abdi Behrooz L. 1197 BORREGAS AVENUE SUNNYVALE, CA 94089	X		CEO and President

Signatures

/s/ Jim Callas, attorney in fact for Behrooz L. Abdi		10/25/2012
**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)	Represents a grant of unvested restricted stock. 25% of the award will vest and become subject to release from restrictions one year following the grant date, with monthly vesting and release from restrictions thereafter at the rate of 1/48th per month.
(2)	The shares subject to the the options unvested as of October 23, 2012, were canceled by mutual agreement of the reporting person and InvenSense, Inc. in consideration for their entry into an employment agreement.
(3)	25% of the award will vest one year following the grant date, with monthly vesting thereafter at the rate of 1/48th per month.
(4)	The award will vest ratably at a rate of 1/48th per month after commencement of vesting, and vesting commencing for such shares in even thirds of 207,385 shares upon the closing price of the InvenSense, Inc.'s publicly traded stock equaling or exceeding $15.00, $17.50 and $20.00, respectively, for a periods of 20 consecutive trading days.

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