indie Semiconductor, Inc. — Director's Dealing 2023

Jan 5, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: indie Semiconductor, Inc. (INDI)
CIK: 0001841925
Period of Report: 2023-01-03

Reporting Person: Machuga Steven (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-01-03	Class A Common Stock	M	2538	—	Acquired	108941	Direct
2023-01-04	Class A Common Stock	F	1142	$5.85	Disposed	107799	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-01-03	Restricted Stock Units	$	A	56250	Acquired		Class A Common Stock (56250.0)	Direct
2023-01-03	Performance-based Restricted Stock Units	$	A	50000	Acquired		Class A Common Stock (50000.0)	Direct
2023-01-03	Restricted Stock Units	$	M	2538	Disposed		Class A Common Stock (2538.0)	Direct

Footnotes

F1: Represents shares of Class A common stock sold in the open market pursuant to a 10b5-1 plan to pay for withholding taxes in connection with the vesting of restricted stock units previously granted to the Reporting Person. This 10b5-1 plan was adopted by the Reporting Person on June 15, 2022, and modified on September 14, 2022.

F2: All the shares reported in this Form 4 were sold in one transaction and sold at $5.85 to cover withholding taxes.

F3: Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock

F4: The time-based restricted stock units shall vest and become nonforfeitable with respect to twenty-five percent (25%) of the total number of restricted stock units on each of the first, second, third and fourth anniversaries of the grant date.

F5: Each performance-based restricted stock unit represents a contingent right to receive one share of the Issuer's Class A common stock.

F6: These performance-based restricted stock units shall be earned and become vested based on the achievement of the stock price targets set at $20, $30 and $40 per share of indie's Class A common stock prior to the expiration of a four-year performance period ending on December 31, 2026. The number of units that vest shall be 16,666 units at $20 per share, 33,332 units at $30 per share, and 50,000 units at $40 per share.