Mobileye Global (MBLY) Form 3 Mobileye Global / Amnon Shashua 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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Shashua Amnon

(Last) (First) (Middle)

C/O MOBILEYE N.V., HAR HOTZVIM

13 HARTOM STREET, NO. 45157

(Street)

JERUSALEM L3 97775

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/26/2022

3. Issuer Name and Ticker or Trading Symbol
Mobileye Global Inc. [ MBLY ]

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

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

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)

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
Restricted Stock Units	(2)	(2)	Class A Common Stock	676,190	(1)	D
Restricted Stock Units	(3)	(3)	Class A Common Stock	1,428,571	(1)	D

Explanation of Responses:

1. Each restricted stock unit (RSU) represents the right to receive, following vesting, one share of Class A common stock of Mobileye Global Inc.

2. Unless earlier forfeited under the terms of the RSU, the RSU will vest as follows: (a) 40% of the RSUs vest and convert into common stock on the six-month anniversary of the grant date (which grant date is October 26, 2022), (b) 30% of the RSUs vest and convert into common stock on the first anniversary of the grant date and (c) 30% of the RSUs vest and convert into common stock on the second anniversary of the grant date. If a vesting date falls on a non-business date, the next business date shall apply.

3. Unless earlier forfeited under the terms of the RSU, the RSU will vest as follows: (a) 50% of the RSUs vest and convert into common stock on the fourth anniversary of the grant date (which grant date is October 26, 2022) and (b) 50% of the RSUs vest and convert into common stock on the fifth anniversary of the grant date. If a vesting date falls on a non-business date, the next business date shall apply.

	/s/ Liz Cohen-Yerushalmi, by power of attorney	10/26/2022
	** 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 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.
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.