0000899243-21-015857.txt : 20210414 0000899243-21-015857.hdr.sgml : 20210414 20210414203600 ACCESSION NUMBER: 0000899243-21-015857 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210414 FILED AS OF DATE: 20210414 DATE AS OF CHANGE: 20210414 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lu Cheng CENTRAL INDEX KEY: 0001851981 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40326 FILM NUMBER: 21827033 MAIL ADDRESS: STREET 1: 9191 TOWNE CENTRE DRIVE STE 600 CITY: SAN DIEGO STATE: CA ZIP: 92122 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TuSimple Holdings Inc. CENTRAL INDEX KEY: 0001823593 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 862341575 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9191 TOWNE CENTRE DRIVE, SUITE 600 CITY: SAN DIEGO STATE: CA ZIP: 92122 BUSINESS PHONE: (619) 916-3144 MAIL ADDRESS: STREET 1: 9191 TOWNE CENTRE DRIVE, SUITE 600 CITY: SAN DIEGO STATE: CA ZIP: 92122 FORMER COMPANY: FORMER CONFORMED NAME: Tusimple (Cayman) Ltd DATE OF NAME CHANGE: 20200903 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-04-14 0 0001823593 TuSimple Holdings Inc. TSP 0001851981 Lu Cheng 9191 TOWNE CENTRE DRIVE, STE 600 SAN DIEGO CA 92122 1 1 0 0 See Remarks Common Stock 1225000 D Common Stock 900000 I By trust Restricted Stock Unit Common Stock 1000000 D Stock Option (right to buy) 4.20 2030-12-23 Common Stock 500000 D Stock Option (right to buy) 8.11 2030-12-23 Common Stock 100000 D Stock Option (right to buy) 14.00 2030-12-23 Common Stock 100000 D Stock Option (right to buy) 14.1401 2031-03-03 Common Stock 1150000 D Immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock, each share of Common Stock shall be reclassified into one share of Class A Common Stock. One-third of the shares are subject to the issuer's right of repurchase, which shall lapse on January 1, 2022, subject to the Reporting Person's continuous service with the issuer. The shares are held by Hickory Wood Grove LLC, a limited liability company incorporated in Delaware and beneficially owned by the Lu Family Descendants Trust of which the Reporting Person is trustee. The Reporting Person was granted Restricted Stock Units ("RSUs") which represent a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a three-year period. 30% of the RSUs vested on June 30, 2020 and 8.75% of the RSUs shall vest each quarter thereafter, subject to the Reporting Person's continuous service with the issuer. The options are subject to a service-based vesting requirement, which shall be satisfied over a three-year period. 30% of the options vest on December 31, 2021 and 8.75% of the options shall vest each quarter thereafter, subject to the Reporting Person's continuous service with the issuer. The options are subject to a service-based vesting requirement, which shall be satisfied over a three-year period. 30% of the options vest on December 31, 2021 and 8.75% of the options shall vest each quarter thereafter, subject to the Reporting Person's continuous service with the issuer. The options are subject to a service-based vesting requirement, which shall be satisfied over a three-year period. 30% of the options vest on December 31, 2021 and 8.75% of the options shall vest each quarter thereafter, subject to the Reporting Person's continuous service with the issuer. The options are subject to a service-based vesting requirement, which shall be satisfied over a five-year period with 5% of the options vesting each quarter after December 31, 2020, subject to the Reporting Person's continuous service with the issuer. President and Chief Executive Officer /s/ James Mullen, Attorney-in-Fact 2021-04-14 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                  POWER OF ATTORNEY

      The undersigned, as a Section 16 reporting person of TuSimple Holdings
Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints
each of David Atkinson, Patrick Dillon, James Mullen and Xin Zhao as the
undersigned's true and lawful attorney-in-fact to:

      (1)    complete and execute Form ID, "Update Passphrase Confirmation" form
and Forms 3, 4 and 5 and other forms and all amendments thereto as such
attorney-in-fact shall in his or her discretion determined to be required or
advisable pursuant to Section 16 of the Securities Exchange Act of 1934 (as
amended) and the rules and regulations promulgated thereunder, or any successor
laws and regulations, as a consequence of the undersigned's ownership,
acquisition or disposition of securities of the Company; and

      (2)    do all acts necessary in order to file such forms with the
Securities and Exchange Commission, any securities exchange or national
association, the Company and such other person or agency as the attorney-in-fact
shall deem appropriate.

      The undersigned hereby ratifies and confirms all that said attorneys-in-
fact and agents shall do or cause to be done by virtue hereof. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with the
Securities Exchange Act of 1934 (as amended).

      This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 5th day of March, 2021.


					    /s/ Cheng Lu
                                        ---------------------------------
                                            Cheng Lu
                                            President & CEO