Form 4 for INDI indie Semiconductor, Inc.
Accepted 2022-02-16 00:00:00 ET · period of report 2022-02-14 · accession 0001865423-22-000002 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2022-02-16 | 2022-02-14 | INDI | Aoki Ichiro | Pres, Dir | A - Grant | $0.0008 | +355.0K | 5.69M | +7% | +$291.96 |
| D | 2022-02-16 | 2022-02-15 | INDI | Aoki Ichiro | Pres, Dir | A - Grant | $0.00 | +355.0K | 5.69M | +7% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2022-02-14 | A | A | 36 | $8.11 | 669 | D | — | — | (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. |
| 2 | Common | Class V Common Stock | 2022-02-14 | A | A | 355,013 | $0.00 | 5,689,362 | D | — | — | (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. |
| 3 | Derivative | ADK Class A Units | 2022-02-15 | A | A | 355,013 | $0.00 | 5,689,362 | D | $0.00 · 2021-12-10 to — | 355,013 Class A Common Stock | (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 |