Ichiro Aoki - 19 Jun 2024 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
Issuer symbol
INDI
Transactions as of
19 Jun 2024
Net transactions value
-$937,500
Form type
4
Filing time
21 Jun 2024, 20:45:15 UTC
Previous filing
18 Jun 2024
Next filing
26 Jun 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction INDI Class V Common Stock Options Exercise $0 -75,000 -1.5% $0.000000 5,064,362 20 Jun 2024 Direct F1
transaction INDI Class A Common Stock Options Exercise $0 +75,000 +205% $0.000000 111,631 20 Jun 2024 Direct F2
transaction INDI Class A Common Stock Sale $469,500 -75,000 -67% $6.26 36,631 20 Jun 2024 Direct F3, F4
transaction INDI Class V Common Stock Options Exercise $0 -75,000 -1.5% $0.000000 4,989,362 21 Jun 2024 Direct F1
transaction INDI Class A Common Stock Options Exercise $0 +75,000 +205% $0.000000 111,631 21 Jun 2024 Direct F2
transaction INDI Class A Common Stock Sale $468,000 -75,000 -67% $6.24 36,631 21 Jun 2024 Direct F3, F5

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 +17,500 $0.000000 17,500 19 Jun 2024 Class A Common Stock 17,500 Direct F6, F7
transaction INDI ADK Class A Units Options Exercise $0 -75,000 -1.5% $0.000000 5,064,362 20 Jun 2024 Class A Common Stock 75,000 $0.000000 Direct F2, F8
transaction INDI ADK Class A Units Options Exercise $0 -75,000 -1.5% $0.000000 4,989,362 21 Jun 2024 Class A Common Stock 75,000 $0.000000 Direct F2, F8
* 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 Cancellation of Class V Common Stock upon Reporting Person's exchange of ADK Class A Units for an equal number of shares of Class A Common Stock. See note 2.
F2 Class A Common Stock received upon conversion of ADK Class A Units. The ADK Class A 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 Class A Unit for Class A Common Stock, an equivalent number of shares of Class V Common Stock will be cancelled.
F3 The sales made in this Form 4 were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 14, 2024. The Reporting Person's Rule 10b5-1 plan includes automated sales of the Issuer's Class A common stock on predetermined prices and dates through March 15, 2026.
F4 The price reported in Column 4 is a weighted average price. The shares reported in this Form 4 were sold in separate transactions at prices ranging from $6.14 to $6.42, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of 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 price range set forth in this footnote.
F5 The price reported in Column 4 is a weighted average price. The shares reported in this Form 4 were sold in separate transactions at prices ranging from $6.10 to $6.38, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of 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 price range set forth in this footnote.
F6 Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
F7 The time-based restricted stock units shall vest and become nonforfeitable with respect to fifty percent (50%) of the total number of restricted stock units on March 1, 2025 and 2026.
F8 N/A