Mobileye Global (MBLY) Form 4 Mobileye Global / Frank D Yeary 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^*

Yeary Frank D

(Last) (First) (Middle)

C/O MOBILEYE B.V., HAR HOTZVIM

13 HARTOM STREET, P.O. BOX 45157

(Street)

JERUSALEM L3 9777513

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/26/2022

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 A Common Stock	10/28/2022		P		27,500(1)	A	$21	27,500	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
Restricted Stock Units	(2)	10/26/2022		A(3)		9,523		(4)	(4)	Class A Common Stock	9,523	$0.00	9,523	D

Explanation of Responses:

1. Reflects shares purchased through a directed share program in the issuer's initial public offering.

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

3. Reflects securities previously reported on the Reporting Person's Form 3 filed on October 26, 2022.

4. Unless earlier forfeited under the terms of the RSU, the RSU will vest as follows: (a) 33% of the RSUs vest and convert into common stock on the first anniversary of the grant date (which grant date is October 26, 2022), (b) 33% of the RSUs vest and convert into common stock on the second anniversary of the grant date and (c) 34% of the RSUs vest and convert into common stock on the third 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	10/31/2022
	** 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).
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