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

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Still River Fund II LP
2. Date of Event Requiring Statement (Month/Day/Year)
12/13/2007
3. Issuer Name and Ticker or Trading Symbol
MEMSIC Inc [MEMS]
(Last)
(First)
(Middle)
RESERVOIR PLACE, 1601 TRAPELO RD., SUITE 289
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

WALTHAM, MA 02451
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 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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
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 A Convertible Preferred Stock   (1)   (1) Common Stock 2,272,500 $ (1) D (2)  
Series B Convertible Preferred Stock   (3)   (3) Common Stock 605,607 $ (3) D (2)  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Still River Fund II LP
RESERVOIR PLACE, 1601 TRAPELO RD.
SUITE 289
WALTHAM, MA 02451
    X    

Signatures

Still River Fund II LP By: /s/ James Saalfield Title: Managing General Partner 12/15/2007
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The Series A 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 A 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) Mr. Saalfield is the managing general partner of Still River Fund II LP and shares investing and dispositive control over these shares. Mr. Saalfield disclaims beneficial interest in such shares except to the extent of his pecuniary interest.
(3) 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.

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