indie Semiconductor, Inc. — Director's Dealing 2022

Feb 17, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: indie Semiconductor, Inc. (INDI)
CIK: 0001841925
Period of Report: 2022-02-14

Reporting Person: Aoki Ichiro (Director, President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-14	Class A Common Stock	A	36	$8.11	Acquired	669	Direct
2022-02-14	Class V Common Stock	A	355013	—	Acquired	5689362	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-15	ADK Class A Units	$0.0	A	355013	Acquired		Class A Common Stock (355013.0)	Direct

Footnotes

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