Interim CEO Sansone Philip was granted 1,000,000 shares, increasing direct ownership by 2,787% to 1,035,885 units (SEC Form 4)
$MOBX
Semiconductors
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a 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). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MOBIX LABS, INC [ MOBX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/10/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 04/10/2025 | A | 400,000(1) | A | (3) | 435,885 | D | |||
| Class A Common Stock | 04/15/2025 | A | 600,000(2) | A | (3) | 1,035,885 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Options (Right to Buy) | $4.18 | 04/10/2025 | D(4) | 10,000 | (5) | 08/10/2030 | Class A Common Stock | 10,000 | $0.00 | 0 | D | ||||
| Stock Options (Right to Buy) | $4.18 | 04/10/2025 | D(4) | 161,758 | (6) | 08/10/2030 | Class A Common Stock | 161,758 | $0.00 | 0 | D | ||||
| Stock Options (Right to Buy) | $6.84 | 04/10/2025 | D(4) | 426 | (5) | 04/04/2032 | Class A Common Stock | 426 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. These Restricted Stock Units ("RSUs") were granted to the Reporting Person on April 10, 2025 and are 90% vested on the grant date (April 10, 2025) and the remaining 10% will vest in equal installments on the last day of each calendar month until fully vested on January 1, 2026. The delivery of shares underlying the RSUs will be deferred until the earlier of (i) the Reporting Person's separation from service, disability, death; (ii) change in control of the company; (iii) the occurrence of an unforeseeable emergency for the participant as defined under Section 409A of the Internal Revenue Code; or (iv) the occurrence of the final vesting date. |
| 2. These Restricted Stock Units ("RSUs") were granted to the Reporting Person on April 15, 2025 and are 90% vested on the grant date (April 15, 2025) and the remaining 10% will vest in equal installments on the last day of each calendar month until fully vested on January 1, 2026. The delivery of shares underlying the RSUs will be deferred until the earlier of (i) the Reporting Person's separation from service, disability, death; (ii) change in control of the company; (iii) the occurrence of an unforeseeable emergency for the participant as defined under Section 409A of the Internal Revenue Code; or (iv) the occurrence of the final vesting date. |
| 3. These RSUs were issued upon cancellation of the stock options described in footnote 4 below. |
| 4. These stock options were cancelled upon the grant of RSUs described in footnote 1. |
| 5. These stock options were fully vested and exercisable. |
| 6. These stock options would have been fully vested and exercisable on 9/30/2025. |
| /s/ Terri Aprati, Attorney-in-Fact | 05/12/2025 | |
| ** 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 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). | ||
| 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. | ||