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^*

Wittmann Michael

(Last)

(First)

(Middle)

C/O INDIE SEMICONDUCTOR, INC.

32 JOURNEY

(Street)

ALISO VIEJO

92656

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/22/2024

3. Issuer Name and Ticker or Trading Symbol
indie Semiconductor, Inc. [ INDI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

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	30,270	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 Units	⁽¹⁾	⁽¹⁾	Class A Common Stock	56,250	$0	D
Performance-based Restricted Stock Units	⁽²⁾	⁽²⁾	Class A Common Stock	100,000	$0	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Class A Common Stock	18,750	$0	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	37,500	$0	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	2,885	$0	D
Employee Stock Option (right to buy)	⁽⁶⁾	01/03/2032⁽⁶⁾	Class A Common Stock	16,558	$11.69	D
Performance-based Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	17,308	$0	D
Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	43,500	$0	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. Such restricted stock units will vest in installments of 18,750 on January 3, 2025, 2026, and 2027.

2. Each performance-based restricted stock unit represents a contingent right to receive one share of the Issuer's Class A common stock. These performance-based restricted stock units shall be earned and become vested based on the achievement of the stock price targets set at $20, $30 and $40 per share of indie's Class A common stock prior to the expiration of a four-year performance period ending on December 31, 2026. The number of restricted stock units that vest shall be 33,333 units at $20 per share, 66,666 units at $30 per share, and 100,000 units at $40 per share.

3. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. Such restricted stock units will vest in installments of 6,250 on August 31, 2024, 2025, and 2026.

4. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. Such restricted stock units will vest in installments of 12,500 on July 1, 2024, 2025, and 2026.

5. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. Such restricted stock units will vest in installments of 1,442 and 1,443 on January 3, 2025 and 2026, respectively.

6. These stock options vest with respect to twenty-five percent (25%) of the total number of shares of Class A common stock subject to the stock option on each of the first, second, third and fourth anniversaries of the grant date beginning January 3, 2023.

7. Each performance-based restricted stock unit represent a contingent right to receive one share of Class A Common Stock. Reported shares reflect the target number of shares awarded to the Reporting Person by the Compensation Committee of the Issuer's Board of Directors. Subject to the Issuer's Class A common stock achieving a specified price per share, the number of shares issued pursuant to the award may range from 0% to 200% of the target.

8. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. Such restricted stock units will vest in installments of 21,750 on March 8, 2024 and 2025.

Remarks:

Exhibit List - Exhibit 1 - Power of Attorney

	/s/ Michael Wittmann, by Naixi Wu pursuant to power of attorney filed on January 22, 2024	02/01/2024
	** 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.
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