Donald McClymont - 03 Jan 2023 Form 4 Insider Report for indie Semiconductor, Inc. (INDI)

Role: Chief Executive Officer, Director
Signature: /s/ Donald McClymont by Naixi Wu pursuant to power of attorney filed on June 21, 2021
Issuer symbol: INDI
Transactions as of: 03 Jan 2023
Net transactions value: -$14,765
Form type: 4
Filing time: 05 Jan 2023, 16:12:24 UTC
Previous filing: 05 Dec 2022
Next filing: 22 Feb 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	INDI	Class A Common Stock	Options Exercise	$0	+6,153	+920%	$0.000000	6,822	03 Jan 2023	Direct
transaction	INDI	Class A Common Stock	Tax liability	$14,765	-2,524	-37%	$5.85	4,298	04 Jan 2023	Direct	F1
holding	INDI	Class V Common Stock						6,201,506	03 Jan 2023	Direct
holding	INDI	Class A Common Stock						29,850	03 Jan 2023	by spouse

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	INDI	Restricted Stock Units	Award	$0	+286,500		$0.000000	286,500	03 Jan 2023	Class A Common Stock	286,500		Direct	F2, F3
transaction	INDI	Performance-based Restricted Stock Units	Award	$0	+1,000,000		$0.000000	1,000,000	03 Jan 2023	Class A Common Stock	1,000,000		Direct	F4, F5
transaction	INDI	Restricted Stock Units	Award	$0	+33,750		$0.000000	33,750	03 Jan 2023	Class A Common Stock	33,750		by spouse	F2, F3
transaction	INDI	Restricted Stock Units	Options Exercise	$0	-6,153	-25%	$0.000000	18,462	03 Jan 2023	Class A Common Stock	6,153		Direct	F2, F3

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

Explanation of Responses:

Id	Content
F1	Represents shares of Class A common stock sold in the open market to pay for withholding taxes in connection with the vesting of restricted stock units.
F2	Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock
F3	The time-based restricted stock units shall vest and become nonforfeitable with respect to twenty-five percent (25%) of the total number of restricted stock units on each of the first, second, third and fourth anniversaries of the grant date.
F4	Each performance-based restricted stock unit represents a contingent right to receive one share of the Issuer's Class A common stock.
F5	These performance-based restricted stock units shall be earned and become vested based on the achievement of the stock price targets set at $20, $30 and $40 per share of indie's Class A common stock prior to the expiration of a four-year performance period ending on December 31, 2026. The number of units that vest shall be 500,000 units at $20 per share, 850,000 units at $30 per share, and 1,000,000 units at $40 per share.