UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549





FORM 10-K/A

(Amendment No. 1)





(Mark One)

|þ | Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended March 30, 2014
|- | -----------------------------------------------------------------------------------------------------------------------------

or



| ̈ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period
from to
|- | --------------------------------------------------------------------------------------------------------------------------

Commission File Number 001-35269





INVENSENSE,
INC.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 01-0789977                          
|(State or other jurisdiction of
Incorporation or organization) |  | (I.R.S. Employer
Identification No.)
|                                                               | 
|1745 Technology Drive Suite 200, San Jose, CA 95110            |  | 94089                               
|(Address of principal executive offices)                       |  | (Zip code)                          

(408) 988-7339

(Registrants telephone number, including area code)





Securities registered pursuant to Section 12(b) of the Act:



|                               |  |                                          
|------------------------------ |  | -----------------------------------------
|Title of Each Class            |  | Name of Each Exchange on Which Registered
|Common Stock, $0.001 Par Value |  | New York Stock Exchange LLC              

Securities registered pursuant to Section 12(g) of the Act:

None





Indicate by
check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    YES  x    NO   ̈

Indicate by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.    YES   ̈    NO  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days.    YES  x    NO   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    YES  x    NO   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act:



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  | x                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act).    YES   ̈  NO  x

As of September 27, 2013, the last business day of the registrants most recently completed second fiscal quarter, the aggregate
market value of registrants voting and non-voting common stock held by non-affiliates was approximately $1,300 million, based upon the closing sale price of the common stock as reported on the New York Stock Exchange. This calculation
excludes the shares of common stock held by each officer, director and holder of 5% or more of the outstanding common stock as of September 27, 2013. This calculation does not reflect a determination that such persons are affiliates for any
other purposes.

As of May 7, 2014, there were 88,185,669 shares of the registrants common stock, $0.001 par value, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.









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EXPLANATORY NOTE

InvenSense, Inc. (the Company or our) is filing this Amendment No. 1 to Annual Report on Form 10-K/A (this
Amendment) to our Annual Report on Form 10-K for the fiscal year ended March 30, 2014, as filed with the Securities and Exchange Commission (the SEC) on May 29, 2014 (the Original
Filing). The purpose of this Amendment is solely to re-file Exhibits 31.1 and 31.2 to the Original Filing. In accordance with Rule 12b-15 of the Exchange Act, the Company has set forth the text of Item 15, as amended, in its entirety
below.

Except as set forth in Part IV below and in any exhibits attached hereto, no other changes are made to the Original Filing. The
Original Filing continues to speak as of the date of the Original Filing. Unless expressly stated, this Amendment does not reflect events occurring after the filing date of the Original Filing, nor does it modify or update in any way the disclosures
contained in the Original Filing.



2



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PART IV



|Item 15. | Exhibits and Financial Statement Schedules
|-------- | ------------------------------------------

(b) Exhibits



|               |  |                                                                                                                                     |  |                           |                                               |  |  |            |            |  |             |  |         |  |  |  |                   | 
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- | --------------------------------------------- |  |  | ---------- | ---------- |  | ----------- |  | ------- |  |  |  | ----------------- | 
|Exhibit
Number |  | Exhibit Description                                                                                                                 |  | Incorporated by Reference |                                              
|               |  | Form                                                                                                                                |  |                           | File No.                                      |  |  | Exhibit(s) |            |  | Filing Date | 
|3.1            |  | Form of Third Amended and Restated Certificate of Incorporation of InvenSense, Inc.                                                 |  |                           | S-1                                           |  |  |            | 333-167843 |  |             |  | 3.5     |  |  |  | August 25, 2011   | 
|3.2            |  | Form of Third Amended and Restated Bylaws of InvenSense, Inc.                                                                       |  |                           | S-1                                           |  |  |            | 333-167843 |  |             |  | 3.7     |  |  |  | August 25, 2011   | 
|4.1            |  | Form of InvenSense, Inc.s Common Stock Certificate.                                                                                |  |                           | S-1                                           |  |  |            | 333-167843 |  |             |  | 4.1     |  |  |  | August 25, 2011   | 
|4.2            |  | Indenture, dated November 13, 2013, between InvenSense, Inc. and Wells Fargo Bank, National Association.                            |  |                           | 8-K                                           |  |  |            | 001-35269  |  |             |  | 4.1     |  |  |  | November 13, 2013 | 
|10.1          |  | InvenSense, Inc. 2004 Stock Incentive Plan, as amended, and related documents.                                                      |  |                           | S-1                                           |  |  |            | 333-167843 |  |             |  | 10.1    |  |  |  | June 28, 2010     | 
|10.2          |  | InvenSense, Inc. 2011 Stock Incentive Plan and related documents.                                                                   |  |                           | S-1                                           |  |  |            | 333-167843 |  |             |  | 10.2    |  |  |  | August 25, 2011   | 
|10.3          |  | Form of Indemnification Agreement by and between the Company and each of its directors.                                             |  |                           | S-1                                           |  |  |            | 333-167843 |  |             |  | 10.16   |  |  |  | August 25, 2011   | 
|10.4          |  | Offer Letter, between the Company and Stephen Lloyd, dated November 13, 2008.                                                       |  |                           | S-1                                           |  |  |            | 333-167843 |  |             |  | 10.8    |  |  |  | June 28, 2010     | 
|10.5          |  | Offer Letter, between the Company and Daniel Goehl, dated October 28, 2004.                                                         |  |                           | S-1                                           |  |  |            | 333-167843 |  |             |  | 10.9    |  |  |  | June 28, 2010     | 
|10.6          |  | Compensation Agreement, between the Company and Jim Callas, dated January 18, 2011.                                                 |  |                           | S-1                                           |  |  |            | 333-167843 |  |             |  | 10.12   |  |  |  | May 24, 2011      | 
|10.7          |  | Offer Letter, between the Company and Jim Callas, dated August 20, 2010.                                                            |  |                           | S-1                                           |  |  |            | 333-167843 |  |             |  | 10.12.1 |  |  |  | May 24, 2011      | 
|10.8          |  | Employment Agreement, between the Company and Alan Krock, dated as of May 31, 2011.                                                 |  |                           | S-1                                           |  |  |            | 333-167843 |  |             |  | 10.13   |  |  |  | August 25, 2011   | 
|10.9           |  | Industrial Lease between the Company and AMB Property, L.P., dated June 13, 2007.                                                   |  |                           | S-1                                           |  |  |            | 333-167843 |  |             |  | 10.13   |  |  |  | June 28, 2010     | 
|10.10          |  | First Amendment to Lease Agreement between the Company and AMB Property, L.P., dated June 26, 2009.                                 |  |                           | S-1                                           |  |  |            | 333-167843 |  |             |  | 10.14   |  |  |  | June 28, 2010     | 
|10.11          |  | Second Amendment to Lease Agreement between the Company and Prologis L.P., dated February 17, 2012.                                 |  |                           | 8-K                                           |  |  |            | 001-35269  |  |             |  | 10.1    |  |  |  | February 24, 2012 | 
|10.12         |  | Employment Agreement between the Company and Behrooz Abdi, dated October 23, 2012.                                                  |  |                           | 8-K                                           |  |  |            | 001-35269  |  |             |  | 10.1    |  |  |  | October 23, 2012  | 
|10.13         |  | Executive Change in Control and Severance Agreement between the Company and Behrooz Abdi, dated October 23, 2012.                   |  |                           | 8-K                                           |  |  |            | 001-35269  |  |             |  | 10.2    |  |  |  | October 23, 2012  | 
|10.14         |  | Transition and Release Agreement between the Company and Steven Nasiri, dated October 23, 2012.                                     |  |                           | 8-K                                           |  |  |            | 001-35269  |  |             |  | 10.3    |  |  |  | October 23, 2012  | 
|10.15         |  | Form of Executive Change in Control and Severance Agreement.                                                                        |  |                           | 8-K                                           |  |  |            | 001-35269  |  |             |  | 10.1    |  |  |  | May 21, 2014      | 
|21.1         |  | Subsidiary List.                                                                                                                    |  |                           | 10-K                                          |  |  |            | 001-35269  |  |             |  | 21.1    |  |  |  | May 29, 2014      | 
|23.1         |  | Consent of Deloitte & Touche LLP.                                                                                                   |  |                           | 10-K                                          |  |  |            | 001-35269  |  |             |  | 23.1    |  |  |  | May 29, 2014      | 
|24.1         |  | Power of Attorney.                                                                                                                  |  |                           | 10-K                                          |  |  |            | 001-35269  |  |             |  | 24.1    |  |  |  | May 29, 2014      | 
|31.1*          |  | Certification of the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.*                                |  |                           |                                               |  |  |            |            |  |             |  |         |  |  |  |                   | 
|31.2*          |  | Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.*                                |  |                           |                                               |  |  |            |            |  |             |  |         |  |  |  |                   | 
|32.1        |  | Certification of the Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act. |  |                           | 10-K                                          |  |  |            | 001-35269  |  |             |  | 32.1    |  |  |  | May 29, 2014      | 
|101.INS      |  |                                                                                                                                     |  |                           | XBRL Instance Document                        |  |  |            |            | 
|101.SCH      |  |                                                                                                                                     |  |                           | XBRL Taxonomy Extension Schema                | 
|101.CAL      |  |                                                                                                                                     |  |                           | XBRL Taxonomy Extension Calculation Linkbase  | 
|101.DEF      |  |                                                                                                                                     |  |                           | XBRL Taxonomy Extension Definition Linkbase   | 
|101.LAB      |  |                                                                                                                                     |  |                           | XBRL Taxonomy Extension Label Linkbase        | 
|101.PRE      |  |                                                                                                                                     |  |                           | XBRL Taxonomy Extension Presentation Linkbase | 



| | Indicates a management contract or compensatory plan or arrangement.
|- | --------------------------------------------------------------------

|* | Filed herewith.
|- | ---------------

| | Previously filed with our Annual Report on Form 10-K filed with the SEC on May 29, 2014.
|-- | ----------------------------------------------------------------------------------------

| | Previously furnished with our Annual Report on Form 10-K filed with the SEC on May 29, 2014.
|--- | --------------------------------------------------------------------------------------------



3



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment
No. 1 to its Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.



|                      |  |  |  |                  |  |                                                                                                               
|--------------------- |  |  |  | ---------------- |  | --------------------------------------------------------------------------------------------------------------
|                      |  |  |  | InvenSense, Inc.
|                      |  |  | 
|Dated: April 14, 2015 |  |  |  | By:              |  | /s/ Mark Dentinger                                                                                            
|                      |  |  |  |                  |  | Mark Dentinger                                                                                                
|                      |  |  |  |                  |  | Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer and Chief Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 to Annual
Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                      |  |  |  |     |  |                                                                               
|--------------------- |  |  |  | --- |  | ------------------------------------------------------------------------------
|                      |  |  | 
|Dated: April 14, 2015 |  |  |  | By: |  | /s/ Behrooz Abdi                                                              
|                      |  |  |  |     |  | Behrooz Abdi                                                                  
|                      |  |  |  |     |  | Chief Executive Officer and Director
(Principal Executive Officer)            
|                      |  |  | 
|Dated: April 14, 2015 |  |  |  | By: |  | /s/ Mark Dentinger                                                            
|                      |  |  |  |     |  | Mark Dentinger                                                                
|                      |  |  |  |     |  | Chief Financial Officer (Principal Financial
and Principal Accounting Officer)
|                      |  |  | 
|Dated: April 14, 2015 |  |  |  | By: |  |                                                                               
|                      |  |  |  |     |  | Amir Faintuch                                                                 
|                      |  |  |  |     |  | Director                                                                      
|                      |  |  | 
|Dated: April 14, 2015 |  |  |  | By: |  |                                                                               
|                      |  |  |  |     |  | Usama Fayyad                                                                  
|                      |  |  |  |     |  | Director                                                                      
|                      |  |  | 
|Dated: April 14, 2015 |  |  |  | By: |  |                                                                               
|                      |  |  |  |     |  | Emiko Higashi                                                                 
|                      |  |  |  |     |  | Director                                                                      
|                      |  |  | 
|Dated: April 14, 2015 |  |  |  | By: |  | /s/ Jon Olson*                                                                
|                      |  |  |  |     |  | Jon Olson                                                                     
|                      |  |  |  |     |  | Director                                                                      
|                      |  |  | 
|Dated: April 14, 2015 |  |  |  | By: |  | /s/ Amit Shah*                                                                
|                      |  |  |  |     |  | Amit Shah                                                                     
|                      |  |  |  |     |  | Director                                                                      
|                      |  |  | 
|Dated: April 14, 2015 |  |  |  | By: |  | /s/ Eric Stang*                                                               
|                      |  |  |  |     |  | Eric Stang                                                                    
|                      |  |  |  |     |  | Director                                                                      
|                      |  |  | 
|Dated: April 14, 2015 |  |  |  | By: |  | /s/ Tim Wilson*                                                               
|                      |  |  |  |     |  | Tim Wilson                                                                    
|                      |  |  |  |     |  | Director                                                                      
|                      |  |  | 
|Dated: April 14, 2015 |  |  |  | By: |  | /s/ Yunbei Ben Yu, Ph.D*                                                    
|                      |  |  |  |     |  | Yunbei Ben Yu, Ph.D                                                         
|                      |  |  |  |     |  | Director                                                                      



|* | Pursuant to Power of Attorney
|- | -----------------------------



|    |  |                                                                   
|--- |  | ------------------------------------------------------------------
|    | 
|By: |  | /s/ Behrooz Abdi                                                  
|    |  | Behrooz Abdi                                                      
|    |  | Chief Executive Officer and Director
(Principal Executive Officer)



4