Donald McClymont Form 4 indie Semiconductor / Donald McClymont 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^*

McClymont Donald

(Last) (First) (Middle)

32 JOURNEY

(Street)

ALISO VIEJO CA 92656

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2021

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
Class V Common Stock	12/10/2021		M(1)		90,446	D	$0	6,243,903	D
Class A Common Stock	12/10/2021		M(2)		90,446	A	$0	91,079	D
Class A Common Stock	12/10/2021		S		90,446	D	$12.02	633	D
Class V Common Stock	12/13/2021		M(1)		97,410	D	$0	6,146,493	D
Class A Common Stock	12/13/2021		M(2)		97,410	A	$0	98,043	D
Class A Common Stock	12/13/2021		S		97,410	D	$11.98	633	D
Class A Common Stock	12/10/2021		M(3)		20,850	A	$0	20,850	I	by spouse
Class A Common Stock	12/10/2021		F		7,297	D	$0	13,553	I	by spouse

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
ADK Class A Units(2)	$0.0	12/10/2021		M			90,446	12/10/2021	(4)	Class A Common Stock	90,446	$0	6,324,795	D
ADK Class A Units(2)	$0.0	12/13/2021		M			97,410	12/10/2021	(4)	Class A Common Stock	97,410	$0	6,227,385	D
Phantom Awards(3)	$0.0	12/10/2021		M			20,850	12/10/2021	(4)	Class A Common Stock	20,850	$0	62,551	I	By spouse

Explanation of Responses:

1. Cancellation of Class V Common Stock upon Reporting Person's exchange of ADK Units for an equal number of shares of Class A Common Stock. See note 2.

2. Class A Common Stock received upon conversion of ADK Class A Units. The ADK Class A Units may be exchanged by the Reporting Person at any time after December 10, 2021 for an equal number of shares of Class A Common. Upon the Reporting Person's exchange of an ADK Class A Unit for Class A Common Stock, an equivalent number of shares of Class V Common Stock will be cancelled.

3. On December 10, 2021, 20,850 shares of the phantom awards vested and automatically converted into an equal number of shares of Class A Common Stock. The phantom awards allow the recipient to acquire the number of shares of Class A Common Stock set forth above after the date they become exercisable upon satisfaction of the further vesting condition. The awards vest 25% annually, however no shares vested prior to December 10, 2021. At the option of Issuer, these awards may be settled either in cash or shares of Class A Common Stock.

4. N/A

Remarks:

	/s/ Thomas Schiller by Naixi Wu pursuant to power of attorney filed on June 21, 2021	12/14/2021
	** 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 4 (b)(v).
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