Eric R. Tapia - 16 Oct 2023 Form 4 Insider Report for TuSimple Holdings Inc. (TSPH)

Role
Chief Financial Officer
Signature
Xin Zhao, Attorney-in-Fact
Issuer symbol
TSPH
Transactions as of
16 Oct 2023
Net transactions value
-$23,670
Form type
4
Filing time
18 Oct 2023, 18:10:58 UTC
Previous filing
01 Sep 2023
Next filing
03 Nov 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TSP Class A Common Stock Options Exercise +8,250 +127% 14,733 16 Oct 2023 Direct F1
transaction TSP Class A Common Stock Options Exercise +31,692 +215% 46,425 16 Oct 2023 Direct F1
transaction TSP Class A Common Stock Options Exercise +21,875 +47% 68,300 16 Oct 2023 Direct F1
transaction TSP Class A Common Stock Sale $23,670 -22,184 -32% $1.07 46,116 17 Oct 2023 Direct F2, F3

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 Options Exercise $0 -8,250 -33% $0.000000 16,500 16 Oct 2023 Class A Common Stock 8,250 Direct F4
transaction TSP Restricted Stock Units Options Exercise $0 -31,692 -12% $0.000000 221,845 16 Oct 2023 Class A Common Stock 31,692 Direct F5
transaction TSP Restricted Stock Units Options Exercise $0 -21,875 -25% $0.000000 65,625 16 Oct 2023 Class A Common Stock 21,875 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 The Reporting Person received Restricted Stock Units ("RSUs") that represent a contingent right to receive one share of Class A Common Stock for each RSU upon the satisfaction of applicable vesting conditions. The shares were issued pursuant to vested RSUs.
F2 The sales reported represent shares of Class A Common Stock required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. These sales are mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.
F3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices within the range of $1.05 to $1.10, inclusive. The Reporting Person undertakes to provide to the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range(s) set forth in this Form 4.
F4 The Reporting Person was granted RSUs which represent a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a four-year period, with 25% of the RSUs vesting on each anniversary of May 3, 2021, subject to the Reporting Person's continuous service with the Issuer on each such date.
F5 The Reporting Person was granted RSUs which represent a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement, which shall be satisfied in sixteen equal quarterly installments beginning on April 1, 2023, subject to the Reporting Person's continuous service with the issuer on such vesting date.
F6 The Reporting Person was granted RSUs which represent a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement, which shall vest in four equal quarterly installments beginning on August 30, 2023, provided that the Reporting Person remains in continuous service with the issuer on each such vesting date.