0001628280-24-002973.txt : 20240201 0001628280-24-002973.hdr.sgml : 20240201 20240201180338 ACCESSION NUMBER: 0001628280-24-002973 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240122 FILED AS OF DATE: 20240201 DATE AS OF CHANGE: 20240201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wittmann Michael CENTRAL INDEX KEY: 0002009989 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40481 FILM NUMBER: 24588165 MAIL ADDRESS: STREET 1: C/O INDIE SEMICONDUCTOR STREET 2: 32 JOURNEY CITY: ALISO VIEJO STATE: CA ZIP: 92656 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: indie Semiconductor, Inc. CENTRAL INDEX KEY: 0001841925 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 32 JOURNEY CITY: ALISO VIEJO STATE: CA ZIP: 92656 BUSINESS PHONE: 2024310507 MAIL ADDRESS: STREET 1: 32 JOURNEY CITY: ALISO VIEJO STATE: CA ZIP: 92656 FORMER COMPANY: FORMER CONFORMED NAME: Thunder Bridge II Surviving Pubco, Inc. DATE OF NAME CHANGE: 20210122 3 1 wk-form3_1706828609.xml FORM 3 X0206 3 2024-01-22 0 0001841925 indie Semiconductor, Inc. INDI 0002009989 Wittmann Michael C/O INDIE SEMICONDUCTOR, INC. 32 JOURNEY ALISO VIEJO CA 92656 0 1 0 0 Chief Operating Officer Class A Common Stock 30270 D Restricted Stock Units 0 Class A Common Stock 56250 D Performance-based Restricted Stock Units 0 Class A Common Stock 100000 D Restricted Stock Units 0 Class A Common Stock 18750 D Restricted Stock Units 0 Class A Common Stock 37500 D Restricted Stock Units 0 Class A Common Stock 2885 D Employee Stock Option (right to buy) 11.69 2032-01-03 Class A Common Stock 16558 D Performance-based Restricted Stock Units 0 Class A Common Stock 17308 D Restricted Stock Units 0 Class A Common Stock 43500 D Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. Such restricted stock units will vest in installments of 18,750 on January 3, 2025, 2026, and 2027. Each performance-based restricted stock unit represents a contingent right to receive one share of the Issuer's Class A common stock. These performance-based restricted stock units shall be earned and become vested based on the achievement of the stock price targets set at $20, $30 and $40 per share of indie's Class A common stock prior to the expiration of a four-year performance period ending on December 31, 2026. The number of restricted stock units that vest shall be 33,333 units at $20 per share, 66,666 units at $30 per share, and 100,000 units at $40 per share. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. Such restricted stock units will vest in installments of 6,250 on August 31, 2024, 2025, and 2026. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. Such restricted stock units will vest in installments of 12,500 on July 1, 2024, 2025, and 2026. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. Such restricted stock units will vest in installments of 1,442 and 1,443 on January 3, 2025 and 2026, respectively. These stock options vest with respect to twenty-five percent (25%) of the total number of shares of Class A common stock subject to the stock option on each of the first, second, third and fourth anniversaries of the grant date beginning January 3, 2023. Each performance-based restricted stock unit represent a contingent right to receive one share of Class A Common Stock. Reported shares reflect the target number of shares awarded to the Reporting Person by the Compensation Committee of the Issuer's Board of Directors. Subject to the Issuer's Class A common stock achieving a specified price per share, the number of shares issued pursuant to the award may range from 0% to 200% of the target. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. Such restricted stock units will vest in installments of 21,750 on March 8, 2024 and 2025. Exhibit List - Exhibit 1 - Power of Attorney /s/ Michael Wittmann, by Naixi Wu pursuant to power of attorney filed on January 22, 2024 2024-02-01 EX-24.1 2 indiesemiconductor_powerof.htm EX-24.1 Document

POWER OF ATTORNEY
FOR SEC FILINGS ON FORMS ID, 3, 4, 5 AND 144
The undersigned hereby constitutes and appoints each of Audrey Wong, Chief Legal Officer, Thomas Schiller, Chief Financial Officer and Executive Vice President of Strategy, Chang Eui (Jenny) Kim, Senior Director, Legal & Deputy General Counsel, Corporate, and Naixi Wu, Senior Vice President, Accounting, of indie Semiconductor, Inc., a Delaware corporation (the “Company”), so long as each is employed at the Company, and Chloe Kiyoko Keedy and Regina Braman of O’Melveny & Myers LLP (“OMM”), outside counsel to the Company, so long as each is employed at OMM, as his true and lawful attorney-in-fact and agent (each, an “Attorney-In-Fact”), with full power of substitution and resubstitution for him and in his name and stead in any and all capacities, to sign and file for and on his behalf, in respect of any acquisition, disposition or other change in ownership of any of the securities of the undersigned, the following:
a.any Form ID to be filed with the Securities and Exchange Commission (the “SEC”);
b.any Update Passphrase Request to be filed with the SEC;
(ii) any Initial Statement of Beneficial Ownership of Securities on Form 3 to be filed with the SEC;
(iii) any Statement of Changes of Beneficial Ownership of Securities on Form 4 to be filed with the SEC;
(iv) any Annual Statement of Beneficial Ownership of Securities on Form 5 to be filed with the SEC;
(v) any Notice of Proposed Sale of Securities on Form 144 to be filed with the SEC; and
(vi) any and all agreements, certificates, receipts, or other documents in connection therewith.
The undersigned hereby gives full power and authority to each Attorney-In-Fact to seek and obtain as his representative and on his behalf, information on transactions in the securities of the undersigned from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release such information to each Attorney-In-Fact and approves and ratifies any such release of information.
The undersigned hereby grants unto each Attorney-In-Fact full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifies and confirms all that any such Attorney-In-Fact or substitute may do or cause to be done by virtue hereof.
The undersigned acknowledges that:
(i) neither the Company nor any Attorney-In-Fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirement of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) any liability of the undersigned for any failure to comply with such requirements or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and
(ii) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect with respect to the undersigned until revoked by the undersigned in a signed writing delivered to each Attorney-In-Fact.
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IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this __22___ day of January 2024.

/s/ Michael Wittmann
______________________________
Michael Wittmann