Ben A Lee Form 4 Movella / Ben A Lee ownership change

SEC Form 4

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).

1. Name and Address of Reporting Person^*

Lee Ben A

(Last) (First) (Middle)

3535 EXECUTIVE TERMINAL DRIVE, SUITE 110

(Street)

HENDERSON NV 89052

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Movella Holdings Inc. [ MVLA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2023

4. 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 Acquired, Disposed of, or Beneficially Owned
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
Common Stock	02/10/2023		A		1,012,010	A	(1)	1,012,010	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Option	$0.76	02/10/2023		A(1)		353,058		(2)	06/04/2024	Common Stock	353,058	(1)	353,058	D
Stock Option	$0.62	02/10/2023		A(1)		5,864		(3)	12/10/2024	Common Stock	5,864	(1)	5,864	D
Stock Option	$1.91	02/10/2023		A(1)		590,115		(4)	12/02/2030	Common Stock	590,115	(1)	590,115	D

Explanation of Responses:

1. Reflects securities acquired pursuant to the terms of the Business Combination Agreement, dated as of October 3, 2022 (the "Business Combination Agreement"), entered into by and among Pathfinder Acquisition Corporation (which subsequently changed its name to "Movella Holdings Inc.", the "Issuer"), Motion Merger Sub, Inc. and Movella Inc., pursuant to which the Issuer acquired Movella Inc. (the "Business Combination"). Pursuant to the terms of the Business Combination Agreement, each share of Movella Inc. common stock outstanding and each Movella Inc. option outstanding immediately prior to the closing of the Business Combination was entitled to receive 0.4887409556 shares of Issuer common stock or option, respectively. The Business Combination closed on February 10, 2023 (the "Closing Date").

2. Option is fully vested.

3. Option is fully vested.

4. Option vests over four years with 1/48th of the shares vesting on each monthly anniversary of December 3, 2020, subject to the reporting person's continued service with the Issuer through the applicable vesting date. Option is subject to double-trigger acceleration such that 50% of the unvested portion of the option shall vest upon the holder's involuntary termination for reasons other than cause within the 12 months following a deemed liquidation event.

Remarks:

President and Chief Executive Officer

	By: /s/ Dennis Calderon, Attorney-in-fact for Ben A. Lee	02/13/2023
	** 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).
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