Cheng Lu - Dec 14, 2022 Form 4 Insider Report for TuSimple Holdings Inc. (TSP)

Role: Chief Executive Officer, Director
Signature: /s/ Xin Zhao, Attorney-in-Fact
Stock symbol: TSP
Transactions as of: Dec 14, 2022
Transactions value $: $0
Form type: 4
Date filed: 12/16/2022, 04:11 PM
Previous filing: Nov 21, 2022
Next filing: Jan 24, 2024

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	TSP	Restricted Stock Units	Award	$0	+3.43M		$0.00	3.43M	Dec 14, 2022	Class A Common Stock	3.43M		Direct	F1
transaction	TSP	Performance Stock Units	Award	$0	+3.43M		$0.00	3.43M	Dec 14, 2022	Class A Common Stock	3.43M		Direct	F2

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

Explanation of Responses:

Id	Content
F1	The Reporting Person was granted Restricted Stock Units ("RSUs") which represent a contingent right to receive one share of Class A Common Stock for each RSU. These RSUs are subject to a service-based vesting requirement, which shall vest in four equal annual installments beginning on November 10, 2023, provided that the Reporting Person remains in continuous service on each such vesting date.
F2	The Reporting Person was granted RSUs which represent a contingent right to receive one share of Class A Common Stock for each RSU. These RSUs are subject to both performance and service-based vesting requirements. The performance-based vesting requirements shall be satisfied if the Issuer's average closing price over a 60-day trailing period exceeds certain thresholds at any time on or before November 10, 2026 as follows: (a) 33% of the RSUs shall performance vest if such average closing price equals or exceeds $10.00, (b) 33% of the RSUs shall performance vest if such average closing price equals or exceeds $15.00, and (c) 33% of the RSUs shall performance vest if such average closing price equals or exceeds $20.00. The service-based vesting requirements shall vest in four equal annual installments beginning on November 10, 2023, provided that the Reporting Person remains in continuous service on each such vesting date.

Content

The Reporting Person was granted Restricted Stock Units ("RSUs") which represent a contingent right to receive one share of Class A Common Stock for each RSU. These RSUs are subject to a service-based vesting requirement, which shall vest in four equal annual installments beginning on November 10, 2023, provided that the Reporting Person remains in continuous service on each such vesting date.

The Reporting Person was granted RSUs which represent a contingent right to receive one share of Class A Common Stock for each RSU. These RSUs are subject to both performance and service-based vesting requirements. The performance-based vesting requirements shall be satisfied if the Issuer's average closing price over a 60-day trailing period exceeds certain thresholds at any time on or before November 10, 2026 as follows: (a) 33% of the RSUs shall performance vest if such average closing price equals or exceeds $10.00, (b) 33% of the RSUs shall performance vest if such average closing price equals or exceeds $15.00, and (c) 33% of the RSUs shall performance vest if such average closing price equals or exceeds $20.00. The service-based vesting requirements shall vest in four equal annual installments beginning on November 10, 2023, provided that the Reporting Person remains in continuous service on each such vesting date.