TuSimple (TSPH) Form 3 TuSimple / Karen C Francis ownership change

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^*

Francis Karen C

(Last) (First) (Middle)

9191 TOWNE CENTRE DRIVE, STE 600

(Street)

SAN DIEGO CA 92122

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/14/2021

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

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

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

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)
Common Stock(1)	60,000(2)	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series E Convertible Preferred Stock	(3)	(3)	Common Stock	20,000	(3)	I	By trust(3)
Series E Convertible Preferred Stock	(4)	(4)	Common Stock	20,000	(4)	I	By trust(4)
Restricted Stock Unit	(5)	(5)	Common Stock	17,680	(5)	D

Explanation of Responses:

1. 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.

2. The shares are subject to the issuer's right of repurchase, which shall lapse over a three-year period in equal quarterly installments after December 15, 2020, subject to the Reporting Person's continuous service with the issuer.

3. The shares are held by the Karen C. Francis Second Restated Revocable Trust dated 1.30.2012, of which the Reporting Person is trustee. The reported security is convertible into the issuer's Class A Common Stock on a one-for-one basis at any time at the holder's election and shall automatically convert into Class A Common Stock immediately prior to the closing of the issuer's initial public offering without payment of further consideration. The shares have no expiration date.

4. The shares are held by the Richard C. DeGolia Trust dated 8.27.2004, of which the Reporting Person's spouse is trustee. The reported security is convertible into the issuer's Class A Common Stock on a one-for-one basis at any time at the holder's election and shall automatically convert into Class A Common Stock immediately prior to the closing of the issuer's initial public offering without payment of further consideration. The shares have no expiration date.

5. 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 one-year period. 25% of the RSUs vested on March 15, 2021 and 25% of the RSUs shall vest each quarter thereafter, subject to the Reporting Person's continuous service with the issuer.

Remarks:

	/s/ James Mullen, Attorney-in-Fact	04/14/2021
	** 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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