Initial Statement of Beneficial Ownership


FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

CELTIC HOUSE VENTURE PARTNERS FUND IIA LP

2. Date of Event Requiring Statement (MM/DD/YYYY)
12/13/2007 

3. Issuer Name and Ticker or Trading Symbol

MEMSIC Inc [MEMS]

(Last)        (First)        (Middle)

303 TERRY FOX DRIVE, SUITE 120

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

OTTAWA, A6 K2K 3J1       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Convertible Preferred Stock     (1)   (1) Common Stock   2418222     (1) D   (2)  
Series C Convertible Preferred Stock     (3)   (3) Common Stock   533333     (3) D   (2)  

Explanation of Responses:
( 1)  The Series B Convertible Preferred Stock is automatically converted into MEMSIC, Inc. common stock upon the closing of the Issuer's initial public offering at a conversion rate of one share of Series B Preferred Stock convertible to 0.5 share of common stock which takes into account the Issuer's one-for-two reverse stock split effected on November 9, 2007.
( 2)  Celtic House General Partner (Fund IIA) Inc., acts as the general partner of Celtic House Venture Partners Fund IIA LP and exercises investment control over the shares held by this entity. Mr. Ron Dizy is a former partner of Celtic House Venture Partners Fund IIA LP. Both Celtic House General Partner (Fund IIA) Inc. and Mr. Dizy disclaim beneficial ownership of such shares except to the extent of any pecuniary interest therein.
( 3)  The Series C Convertible Preferred Stock is automatically converted into MEMSIC, Inc. common stock upon the closing of the Issuer's initial public offering at a conversion rate of one share of Series C Preferred Stock convertible to 0.5 share of common stock which takes into account the Issuer's one-for-two reverse stock split effected on November 9, 2007.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CELTIC HOUSE VENTURE PARTNERS FUND IIA LP
303 TERRY FOX DRIVE
SUITE 120
OTTAWA, A6 K2K 3J1

X


Signatures
Celtic House Venture Partners Fund IIA LP By: /s/ Andrew Waitman Title: Managing Partner 12/15/2007
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(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).
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