SEC FORM 3

SEC Form 3

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^*

Yumer Mehmet Ersin

(Last)

(First)

(Middle)

9191 TOWNE CENTRE DRIVE, SUITE 600

(Street)

SAN DIEGO

92122

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/30/2022

3. Issuer Name and Ticker or Trading Symbol
TuSimple Holdings Inc. [ TSP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	28,336	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Restricted Stock Unit	⁽¹⁾	⁽¹⁾	Class A Common Stock	95,616	⁽¹⁾	D
Restricted Stock Unit	⁽²⁾	⁽²⁾	Class A Common Stock	88,074	⁽²⁾	D

Explanation of Responses:

1. The Reporting Person was granted 136,593 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 vest as follows: (a) 30% of the RSUs vest on September 1, 2022, (b) 12.5% of the RSUs vest on each of March 1, 2023, September 1, 2023, March 1, 2024 and September 1, 2024, and (c) 10% of the RSUs vest on each of March 1, 2025 and September 1, 2025, provided that the Reporting Person remains in continuous service on each such vesting date.

2. The Reporting Person was granted 88,074 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 vest as follows: (a) 25% of the RSUs vest on July 1, 2023, and (b) 12.5% of the RSUs vest every six-months thereafter, provided that the Reporting Person remains in continuous service on each such vesting date.

Remarks:

Title: Interim CEO and President Exhibit 24 - Power of Attorney

	/s/ Evan Dunn, Attorney-in-Fact	11/09/2022
	** 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.