SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Mobileye Global Inc.
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
60741F104
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 |
Names of Reporting Persons
Intel Corporation | |||||
| 2 | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐ | |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
750,000,000 (1) | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
750,000,000 (1) | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
750,000,000 (1) | |||||
| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row 9
93.5% (2) | |||||
| 12 | Type of Reporting Person
CO | |||||
| (1) | Reflects 750,000,000 shares of Class B common stock, par value $0.01 per share (“Class B Common Stock”), convertible into an equal number of shares of Class A common stock, par value $0.01 per share (“Class A Common Stock”), at the option of the holder and automatically upon certain transfers as described in the Amended and Restated Certificate of Incorporation of Mobileye Global Inc., held directly by Intel Overseas Funding Corporation, of which Intel Corporation (the “Reporting Person”) is the sole stockholder. |
| (2) | Reflects the percentage calculated based upon 51,911,905 shares of Class A Common Stock outstanding as of November 1, 2022, as reported in the quarterly report on Form 10-Q of Mobileye Global Inc. filed with the Securities and Exchange Commission on December 7, 2022, and the 750,000,000 shares of Class A Common Stock issuable upon conversion of the Class B Common Stock held by the Reporting Person. |
2
| Item 1(a). | Name of Issuer: |
Mobileye Global Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
Mobileye Global Inc.
c/o Mobileye B.V.
Har Hotzvim, 13 Hartom Street
P.O. Box 45157
Jerusalem 9777513, Israel
| Item 2(a). | Name of Person Filing: |
Intel Corporation
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
Intel Corporation
2200 Mission College Blvd.
Santa Clara, California 95054
| Item 2(c). | Citizenship: |
Delaware
| Item 2(d). | Title and Class of Securities: |
Class A common stock, par value $0.01 per share
| Item 2(e). | CUSIP Number: |
60741F104
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership. |
The responses to Items 5, 6, 7, 8, 9 and 11 on the cover page are incorporated by reference.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
3
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
Not applicable.
4
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 9, 2023
| INTEL CORPORATION | ||
| By: | /s/ David Miscia | |
| Name: David Miscia | ||
| Title: Associate General Counsel | ||
INTEL CORPORATION
POWER OF ATTORNEY
The undersigned company (the “Company”) hereby constitutes and appoints Patrick Bombach, and David Miscia, and with full power of substitution, the Company’s true and lawful attorney-in-fact with full power to execute and file with the Securities and Exchange Commission and any stock exchange or similar authority, any report required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto said attorney-in-fact the power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
This Power of Attorney will remain in full force and effect until either revoked in writing by the Company, or until such time as the person to whom power of attorney is hereby granted ceases to be an Intel Corporation employee.
The Company has caused this Power of Attorney to be executed as of February 6, 2023.
INTEL CORPORATION
| By: | /s/ April Miller Boise | |
| April Miller Boise | ||
| Executive Vice President and Chief Legal Officer |