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 * BLETHEN ROGER W   2. Issuer Name and Ticker or Trading Symbol MEMSIC Inc [MEMS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) ONE TECH DRIVE, STE 325 3. Date of Earliest Transaction (Month/Day/Year) 09/17/2013 (Street) ANDOVER, MA 01810 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 09/17/2013   S   15,000 D $ 4.225 (1) 0 D   Common Stock 09/17/2013   S   15,000 D $ 4.225 (2) 0 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)

$ 0.3

09/17/2013

S

75,000

04/28/2009

04/28/2015

Common Stock

75,000 (3)

$ 4.225

0

D

Stock Option (right to buy)

$ 1.75

09/17/2013

S

12,000

03/12/2013

03/12/2019

Common Stock

12,000 (3)

$ 4.225

0

D

Stock Option (right to buy)

$ 3.35

09/17/2013

S

12,000

05/12/2014

05/12/2020

Common Stock

12,000 (3)

$ 4.225

0

D

Stock Option (right to buy)

$ 6.4

09/17/2013

J

12,000

03/12/2012

03/12/2018

Common Stock

12,000 (4)

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BLETHEN ROGER W ONE TECH DRIVE STE 325 ANDOVER, MA 01810	X

Signatures

/s/ Roger W. Blethen		09/20/2013
**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)	Pursuant to the terms of the Agreement and Plan of Merger, dated April 22, 2013, by and among MZ Investment Holdings Limited ("Parent"), MZ Investment Holdings Merger Sub Limited and MEMSIC, Inc. (the "Merger Agreement"; capitalized terms used but not defined herein have the meanings assigned to them in the Merger Agreement), at the Effective Time, each share of common stock of the Company held by the Reporting Person was cancelled and converted automatically into the right to receive $4.225 in cash.
(2)	Pursuant to the terms of the Merger Agreement, at the Effective Time, the RSUs held by the Reporting Person were converted into the right to receive an amount in cash equal to $4.225 per RSU.
(3)	Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company Options held by the reporting person were converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of $4.225 per Common Share over the exercise price per Common Share of such Company Option multiplied by (ii) the total number of Common Shares subject to such Company Options (without regard to vesting).
(4)	Pursuant to the terms of the Merger Agreement, at the Effective Time, out of money stock options were canceled.

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