Form of Invensense, Inc.'s Common Stock Certificate



 Exhibit 4.1 
 



 
  
 . 016570|
003590|127C|RESTRICTED||4|057-423 
 COMMON STOCK 

PAR VALUE $0.001 
 COMMON STOCK 
 THIS CERTIFICATE IS TRANSFERABLE IN
CANTON, MA AND NEW YORK, NY 
 Certificate Number 

ZQ 000000 
 Shares 

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INVENSENSE, INC. 
 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 
 THIS CERTIFIES THAT 
 is the owner of 

CUSIP XXXXXX XX X 
 SEE REVERSE FOR CERTAIN DEFINITIONS 
 FULLY-PAID
AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF 
 InvenSense, Inc. (hereinafter called the
“Company”), transferable on the books of the Company in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby, are issued and shall be held subject
to all of the provisions of the Articles of Incorporation, as amended, and the Bylaws, as amended, of the Company (copies of which are on file with the Company and with the Transfer Agent), to all of which each holder, by acceptance 

hereof, assents. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.

 Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.

 DATED <<Month Day, Year>> 
 COUNTERSIGNED AND REGISTERED: 
 COMPUTERSHARE TRUST
COMPANY, N.A. 
 TRANSFER AGENT AND REGISTRAR, 

By 
 AUTHORIZED SIGNATURE 
 President 

Treasurer 
 CUSIP XXXXXX XX X Holder ID XXXXXXXXXX 
 Insurance
Value 1,000,000.00. Number of Shares 123456 
 DTC 123456789012345 12345678 

Certificate Numbers Num/No. Denom. Total. 
 1234567890/1234567890 111 1234567890/1234567890 222 1234567890/1234567890 333 1234567890/1234567890 444 1234567890/1234567890 555 1234567890/1234567890 666 

Total Transaction 7 
 PO BOX 43004, Providence, RI 02940-3004 
 MR A
SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 
 1234567 







 




 
 INVENSENSE, INC. 

THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS,
PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND
LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE ARTICLES OF INCORPORATION OF THE COMPANY, AS AMENDED, AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS
FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE
COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE. 

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though
they were written out in full according to applicable laws or regulations: 
 TEN COM - as tenants in common

 TEN ENT - as tenants by the entireties 

JT TEN - as joint tenants with right of survivorship and not as tenants in common 

Additional abbreviations may also be used though not in the above list. 

UNIF GIFT MIN ACT - 
 Custodian 
 (Cust) (Minor) 

under Uniform Gifts to Minors Act 
 (State) 
 UNIF TRF MIN ACT - 

............................................Custodian (until age ................................) 

(Cust) 
 .............................under Uniform Transfers to Minors Act 
 (Minor) (State) 
 For value received, 

hereby sell, assign and transfer unto 
 PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE 
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE) 
 of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint 
 Shares 
 Attorney 

to transfer the said stock on the books of the within-named Company with full power of substitution in the premises.

 Dated: 20 
 Signature: 
 Signature: Notice: The signature to
this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatever. 
 THE SIGNATURE(S) Signature(s) SHOULD BE Guaranteed: GUARANTEED BY Medallion AN ELIGIBLE Guarantee GUARANTOR Stamp INSTITUTION (Banks, Stockbrokers, SIGNATURE GUARANTEE Savings and Loan
MEDALLION Associations PROGRAM, and Credit PURSUANT Unions) WITH TO S. E. MEMBERSHIP C. RULE 17Ad-15. IN AN APPROVED 
 The IRS requires that we report the cost basis of certain shares acquired after January 1, 2011. If your shares were covered by the legislation and you have sold or transferred the shares
and requested a specific cost basis calculation method, we have processed as requested. If you did not specify a cost basis calculation method, we have defaulted to the first in, first out (FIFO) method. Please visit our website or consult your tax
advisor if you need additional information about cost basis. 
 If you do not keep in contact with us or do not
have any activity in your account for the time periods specified by state law, your property could become subject to state unclaimed property laws and transferred to the appropriate state.