Ryan A. Benton - 22 Nov 2022 Form 4 Insider Report for Tempo Automation Holdings, Inc.

Role: CFO & Secretary, Director
Signature: /s/ Ryan Benton
Issuer symbol: N/A
Transactions as of: 22 Nov 2022
Net transactions value: $0
Form type: 4
Filing time: 25 Nov 2022, 14:13:50 UTC
Next filing: 18 Jan 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TMPO	Common Stock	Award		+290,790			290,790	22 Nov 2022	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TMPO	Stock Option	Award		+44,058			44,058	22 Nov 2022	Common Stock	44,058	$5.52	Direct	F1, F3
transaction	TMPO	Stock Option	Award		+132,176			132,176	22 Nov 2022	Common Stock	132,176	$5.52	Direct	F1, F4
transaction	TMPO	Stock Option	Award		+46,957			46,957	22 Nov 2022	Common Stock	46,957	$8.86	Direct	F1, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Pursuant to the business combination of ACE Convergence Acquisition Corp. and Tempo Automation, Inc. ("Legacy Tempo"), as contemplated by an agreement and plan of merger, dated August 12, 2022 and as amended on September 7, 2022 and September 23, 2022 (amended, the "Merger Agreement"), each share of common stock, stock option and award of restricted stock unit of Legacy Tempo was cancelled and automatically converted into the right to receive securities of the Issuer with the same terms and conditions in accordance with an exchange ratio described in the Merger Agreement.
F2	Includes 255,790 restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock and does not expire.
F3	The stock option is fully vested and exercisable.
F4	The stock option vests and is exercisable as to 25% of the underlying shares on July 13, 2021, and as to the remaining underlying shares in 36 substantially equal monthly installments thereafter.
F5	The stock option vests and is exercisable as to 25% of the underlying shares on July 2, 2022, and as to the remaining underlying shares in 36 substantially equal monthly installments thereafter.