| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/06/2025 |
3. Issuer Name and Ticker or Trading Symbol
indie Semiconductor, Inc. [ INDI ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 82,439 | D | |
| Class A Common Stock | 90 | I | by spouse |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Restricted Stock Units | (1) | (1) | Class A Common Stock | 10,000 | (2) | D | |
| Restricted Stock Units | (3) | (3) | Class A Common Stock | 6,250 | (2) | D | |
| Restricted Stock Units | (4) | (4) | Class A Common Stock | 14,807 | (2) | D | |
| Restricted Stock Units | (5) | (5) | Class A Common Stock | 15,000 | (2) | D | |
| Restricted Stock Units | (6) | (6) | Class A Common Stock | 10,000 | (2) | D | |
| Restricted Stock Units | (7) | (7) | Class A Common Stock | 12,500 | (2) | D | |
| Restricted Stock Units | (8) | (8) | Class A Common Stock | 200,000 | (2) | D | |
| Restricted Stock Units | (9) | (9) | Class A Common Stock | 87,500 | (2) | D | |
| Performance-based Restricted Stock Units | (10) | (10) | Class A Common Stock | 4,500 | (2) | D | |
| Explanation of Responses: |
| 1. Such restricted stock units vest at the rate of 25% annually beginning on November 10, 2022. |
| 2. Each restricted stock unit represents a contingent right to receive one share of Class A common stock. |
| 3. Such restricted stock units vest at the rate of 25% annually beginning on September 1, 2023. |
| 4. Such restricted stock units vest at the rate of 25% annually beginning on July 1, 2024. |
| 5. Such restricted stock units vest at the rate of 25% annually beginning on September 18, 2024. |
| 6. Such restricted stock units vest at the rate of 50% annually beginning on July 1, 2025. |
| 7. Such restricted stock units vest at the rate of 50% annually beginning on November 1, 2025. |
| 8. Such restricted stock units vest at the rate of 50% annually beginning on April 8, 2026. |
| 9. Such restricted stock units vest at the rate of 25% on January 2, 2026, July 1, 2026, January 4, 2027, and July 1, 2027. |
| 10. Such performance-based restricted stock units (PRSUs) shall be earned and become vested in increments of 12.5% upon the achievement of four independent operational performance goals, with the remaining PRSUs vesting in increments of 12.5% upon the anniversary of the achievement of each corresponding performance goal. |
| /s/ Naixi Wu by Chang Eui Kim pursuant to power of attorney filed on October 30, 2025 | 11/13/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||