Nimrod Nehushtan Form 3 Mobileye Global / Nimrod Nehushtan 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^*

Nehushtan Nimrod

(Last) (First) (Middle)

C/O MOBILEYE B.V.

HAR HOTZVIM, 13 HARTOM STREET

(Street)

JERUSALEM L3 9777513

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/14/2022

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP Bus Dev & Str & Co-Mgr REM

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	93,570	(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) 33% 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) 33% of the RSUs vest and convert into common stock on the twenty-month anniversary of the grant date and (c) 34% of the RSUs vest and convert into common stock on the thirty-two month anniversary of the grant date. If a vesting date falls on a non-business date, the next business date shall apply.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Liz Cohen-Yerushalmi, Attorney-in-Fact	03/21/2022
	** 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).
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