William Woodward - Feb 14, 2022 Form 4 Insider Report for indie Semiconductor, Inc. (INDI)

Role: Director
Signature: /s/ William Woodward by Naixi Wu pursuant to power of attorney filed on June 10, 2021
Stock symbol: INDI
Transactions as of: Feb 14, 2022
Transactions value $: $233,771
Form type: 4
Date filed: 2/16/2022, 07:42 PM
Previous filing: Aug 20, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	INDI	Class A Common Stock	Award	$234K	+28.8K	+5.6%	$8.11	543K	Feb 14, 2022	Direct	F1
transaction	INDI	Class A Common Stock	Award	$0	+741K	+5.6%	$0.00	14M	Feb 14, 2022	See Footnote 2.	F1, F2

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

Explanation of Responses:

Id	Content
F1	Pursuant to the Merger Transaction Agreement dated December 14, 2020, at the effective time of the merger on June 10, 2021, certain of Issuer's stockholders became entitled to receive their pro rata shares of up to 10,000,000 earn-out shares ("Earn-Out Shares") of Issuer's common stock if the Earn-Out Milestones (as defined per the Merger Agreement) are met. The Earn-Out Milestones represent two independent milestones with different performance criteria, which each entitles the eligible stockholders to their pro rata share of 5,000,000 Earn-Out Shares per Ear-Out Milestone met. Each Earn-Out Milestone is considered met if at anytime following June 10, 2021 and prior to December 31, 2027, the volume weighted average price of Issuer's Class A common stock is greater than or equal to $12.50 or $15.00 for any twenty trading days within any thirty trading day period, respectively.
F2	The Reporting Person may be deemed to be the beneficial owner of these shares, which are owned by Anthem/MIC Strategic Partners LP ("ASP"). The Reporting Person is the managing member of Anthem Strategic Capital LLC, which is the general partner of ASP. The Reporting Person disclaims any beneficial interest in these shares except to the extent of his pecuniary interest therein.

Content

Pursuant to the Merger Transaction Agreement dated December 14, 2020, at the effective time of the merger on June 10, 2021, certain of Issuer's stockholders became entitled to receive their pro rata shares of up to 10,000,000 earn-out shares ("Earn-Out Shares") of Issuer's common stock if the Earn-Out Milestones (as defined per the Merger Agreement) are met. The Earn-Out Milestones represent two independent milestones with different performance criteria, which each entitles the eligible stockholders to their pro rata share of 5,000,000 Earn-Out Shares per Ear-Out Milestone met. Each Earn-Out Milestone is considered met if at anytime following June 10, 2021 and prior to December 31, 2027, the volume weighted average price of Issuer's Class A common stock is greater than or equal to $12.50 or $15.00 for any twenty trading days within any thirty trading day period, respectively.

The Reporting Person may be deemed to be the beneficial owner of these shares, which are owned by Anthem/MIC Strategic Partners LP ("ASP"). The Reporting Person is the managing member of Anthem Strategic Capital LLC, which is the general partner of ASP. The Reporting Person disclaims any beneficial interest in these shares except to the extent of his pecuniary interest therein.