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

Role
President, Director
Signature
/s/ Ichiro Aoki by Naixi Wu pursuant to power of attorney filed on June 21, 2021
Stock symbol
INDI
Transactions as of
Feb 14, 2022
Transactions value $
$292
Form type
4
Date filed
2/16/2022, 07:34 PM
Previous filing
Jan 5, 2022
Next filing
Sep 2, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction INDI Class A Common Stock Award $292 +36 +5.69% $8.11 669 Feb 14, 2022 Direct F1
transaction INDI Class V Common Stock Award $0 +355K +6.66% $0.00 5.69M Feb 14, 2022 Direct F1

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 ADK Class A Units Award $0 +355K +6.66% $0.00 5.69M Feb 15, 2022 Class A Common Stock 355K $0.00 Direct F2, F3
* 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 indie'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 ADK Units may be exchanged by the Reporting Person at any time after December 10, 2021 for an equal number of shares of Class A Common Stock or, at the election of the Issuer, cash equal to the fair market value of such shares. Upon the Reporting Person's exchange of an ADK Unit for Class A Common Stock, an equivalent number of shares of Class V Common Stock will be canceled.
F3 N/A