Donald McClymont - 14 Feb 2022 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: 14 Feb 2022
Net transactions value: +$22,667
Form type: 4
Filing time: 16 Feb 2022, 19:44:13 UTC
Previous filing: 05 Jan 2022
Next filing: 12 Jan 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	Award	$292	+36	+5.7%	$8.11	669	14 Feb 2022	Direct	F1
transaction	INDI	Class V Common Stock	Award	$0	+355,013	+6%	$0.000000	6,301,506	14 Feb 2022	Direct	F1
transaction	INDI	Class A Common Stock	Award	$37,906	+4,674	+34%	$8.11	18,227	14 Feb 2022	by spouse	F1
transaction	INDI	Class A Common Stock	Tax liability	$15,531	-1,915	-11%	$8.11	16,312	14 Feb 2022	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	ADK Class A Units	Award	$0	+355,013	+6%	$0.000000	6,301,506	15 Feb 2022	Class A Common Stock	355,013	$0.000000	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 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 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. 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 cancelled.
F3	N/A