01/06/2026 | Press release | Distributed by Public on 01/06/2026 17:30
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (4) | 01/03/2026 | M | 1,443 | (5) | (5) | Class A Common Stock | 1,443 | $ 0 | 0 | D | ||||
| Restricted Stock Units | (4) | 01/03/2026 | M | 18,750 | (5) | (5) | Class A Common Stock | 37,500 | $ 0 | 18,750 | D | ||||
| Performance-based Restricted Stock Units | (4)(6) | 01/03/2026 | M | 12,500 | (7) | (7) | Class A Common Stock | 12,500 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Wittmann Michael C/O INDIE SEMICONDUCTOR, INC. 32 JOURNEY ALISO VIEJO, CA 92656 |
Chief Operating Officer | |||
| /s/ Michael Wittmann, by Naixi Wu pursuant to power of attorney filed on January 22, 2024 | 01/06/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents shares of Class A common stock sold in the open market to pay for withholding taxes in connection with the vesting of Restricted Stock Units. |
| (2) | The sales were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 15, 2024, and modified on May 26, 2025. The Reporting Person's Rule 10b5-1 plan includes automated open market sales of the Issuer's Class A common stock on predetermined dates through March 31, 2027. |
| (3) | The price reported in Column 4 is a weighted average price. The shares were sold in separate transactions at prices ranging from $3.61 to $3.76, 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. |
| (4) | Each restricted stock unit represents a contingent right to receive one share of Class A common stock. |
| (5) | 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. |
| (6) | Acquired upon achievement of certain predetermined performance criteria pursuant to a performance-based restricted stock units award (PSU Award) granted on January 3, 2023 (Award Date). The Compensation Committee certified the achievement of the performance criteria on March 6, 2025. |
| (7) | Represents shares of Class A common stock underlying the PSU Award previously granted by the Issuer on Award Date, the vesting of which was subject to the Issuer's achievement of certain predetermined performance criteria. The Compensation Committee certified the achievement of the performance criteria on March 6, 2025. 50% of the number of shares of Class A common stock reported herein vested on March 6, 2025, and the remaining 50% vested on January 3, 2026. |