| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Tempo Automation Holdings, Inc. [ TMPO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/22/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 11/22/2022 | A(1)(2) | 2,030,786 | A | (1)(2) | 2,030,786 | D(3) | |||
| Common Stock | 11/22/2022 | A(4) | 98,320 | A | (4) | 2,129,106 | D(3) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Class B ordinary shares | (1)(2) | 11/22/2022 | M(1)(2) | 3,160,570 | (1)(2) | (1)(2) | Common Stock(1)(2) | 3,160,570 | (1) | 0 | D(3) | ||||
| Private Placement Warrants | $11.5 | 11/22/2022 | A(5) | 4,759,536 | (5) | (5) | Common Stock(5) | 4,759,536 | (5) | 4,759,536 | D(3) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On November 22, 2022, pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of August 12, 2022, as amended (the "Merger Agreement"), entered into by and among ACE Convergence Acquisition Corp. (the "Issuer"), ACE Convergence Subsidiary Corp., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Tempo Automation, Inc. ("Tempo"), Merger Sub merged with and into Tempo, with Tempo as the surviving corporation and a wholly owned subsidiary of the Issuer (the "Business Combination"). After the closing of the Business Combination, the Issuer changed its name to "Tempo Automation Holdings, Inc." |
| 2. In connection with the Business Combination, the Issuer domesticated as a Delaware corporation (the "Domestication"). Immediately prior to the Domestication, the Reporting Person received 2,030,786 Issuer Class A ordinary shares in exchange for the 3,160,570 Issuer Class B ordinary shares held by him. These Class A ordinary shares were then converted into shares of Issuer common stock in the Domestication. The 2,030,786 shares include 565,000 shares subject to forfeiture if the vesting conditions set forth in the Sponsor Support Agreement, dated as of October 13, 2021, as amended from time to time, entered into in connection with the Business Combination by and among the Issuer, Tempo and the other parties thereto are not met. |
| 3. The reporting person, in whose name the securities reported herein are held, is managed by its manager, Behrooz L. Abdi. Mr. Abdi may be deemed to beneficially own shares held by the reporting person by virtue of his control over the reporting person. Mr. Abdi disclaims beneficial ownership of the shares held by the reporting person, except to the extent of his pecuniary interest therein. |
| 4. Reflects shares of Issuer common stock received for Tempo common stock pursuant to the terms of the Merger Agreement. |
| 5. Represents Private Placement Warrants acquired from the Issuer in connection with the Issuer's initial public offering. Each warrant is exercisable for one share of the Issuer's common stock at an exercise price of $11.50 per share, subject to certain adjustments. The warrants may be exercised commencing thirty days following the closing of the Business Combination and expire on November 22, 2027, or earlier upon redemption or liquidation. |
| Remarks: |
| Mr. Abdi, the sole manager of the reporting person, serves on the board of directors of the Issuer. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, ACE Convergence Acquisition LLC may be deemed a director by deputization with respect to the Issuer on the basis of the service of Mr. Abdi on the Issuer's board of directors. |
| ACE Convergence Acquisition LLC, By: /s/ Behrooz Abdi, as Manager | 11/25/2022 | |
| /s/ Behrooz Abdi | 11/25/2022 | |
| ** 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 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). | ||
| 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. | ||
