SEC FORM 4

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^*

CHAO CHARLES GUOWEI

(Last)

(First)

(Middle)

9191 TOWNE CENTRE DRIVE, STE 600

(Street)

SAN DIEGO

92122

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/19/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/19/2021		C⁽¹⁾		31,433,464	A	⁽²⁾	31,433,464	I	By corporation⁽³⁾
Common Stock	04/19/2021		J⁽⁴⁾		31,433,464	D	⁽⁴⁾	0	I	By corporation⁽³⁾
Class A Common Stock	04/19/2021		J⁽⁴⁾		31,433,464	A	⁽⁴⁾	31,433,464	I	By corporation⁽³⁾
Class A Common Stock	04/19/2021		S⁽⁵⁾		6,756,756	D	$40	24,676,708	I	By corporation⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽²⁾	04/19/2021		C			3,295,726	⁽²⁾	⁽²⁾	Common Stock	3,295,726	⁽²⁾	0	I	By corporation⁽³⁾
Series A-2 Convertible Preferred Stock	⁽²⁾	04/19/2021		C			1,146,117	⁽²⁾	⁽²⁾	Common Stock	1,146,117	⁽²⁾	0	I	By corporation⁽³⁾
Series B-1 Convertible Preferred Stock	⁽²⁾	04/19/2021		C			5,080,000	⁽²⁾	⁽²⁾	Common Stock	5,080,000	⁽²⁾	0	I	By corporation⁽³⁾
Series B-2 Convertible Preferred Stock	⁽²⁾	04/19/2021		C			3,000,000	⁽²⁾	⁽²⁾	Common Stock	3,000,000	⁽²⁾	0	I	By corporation⁽³⁾
Series C Convertible Preferred Stock	⁽²⁾	04/19/2021		C			3,888,110	⁽²⁾	⁽²⁾	Common Stock	3,888,110	⁽²⁾	0	I	By corporation⁽³⁾
Series D-1 Convertible Preferred Stock	⁽²⁾	04/19/2021		C			11,094,574	⁽²⁾	⁽²⁾	Common Stock	11,094,574	⁽²⁾	0	I	By corporation⁽³⁾
Series E-1 Convertible Preferred Stock	⁽²⁾	04/19/2021		C			3,928,937	⁽²⁾	⁽²⁾	Common Stock	3,928,937	⁽²⁾	0	I	By corporation⁽³⁾

1. Name and Address of Reporting Person^*

CHAO CHARLES GUOWEI

(Last)

(First)

(Middle)

9191 TOWNE CENTRE DRIVE, STE 600

(Street)

SAN DIEGO

92122

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SUN Dream Inc

(Last)

(First)

(Middle)

9191 TOWNE CENTRE DRIVE, STE 600

(Street)

SAN DIEGO

92122

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The total represents shares received upon conversion of shares of Series A Convertible Preferred Stock, Series A-2 Convertible Preferred Stock, Series B-1 Convertible Preferred Stock, Series B-2 Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D-1 Convertible Preferred Stock and/or Series E-1 Convertible Preferred Stock.

2. The reported security converted into the Issuer's Common Stock on a one-for-one basis automatically immediately prior to the closing of the issuer's initial public offering without payment of further consideration. The shares have no expiration date.

3. The shares are held by Sun Dream Inc., which is ultimately controlled by the Reporting Person.

4. Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock was automatically reclassified into one share of Class A Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock.

5. These shares were sold by the reporting person as a selling stockholder pursuant to an underwritten public offering by the Issuer. The offering closed on April 19, 2021. The reported sale price reflects the price at which the reporting person sold shares to the underwriters.

Remarks:

	Charles Guowei Chao, By: /s/ James Mullen, Attorney-in-Fact	04/21/2021
	Sun Dream Inc, By: /s/ James Mullen, Attorney-in-Fact	04/21/2021
	** 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).
** 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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