Sec Form 3 Filing - Yumer Mehmet Ersin @ TuSimple Holdings Inc. - 2022-10-30

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Yumer Mehmet Ersin
2. Issuer Name and Ticker or Trading Symbol
TuSimple Holdings Inc. [ TSP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
9191 TOWNE CENTRE DRIVE, SUITE 600
3. Date of Earliest Transaction (MM/DD/YY)
10/30/2022
(Street)
SAN DIEGO, CA92122
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 28,336 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 Unit ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 95,616 D
Restricted Stock Unit ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 88,074 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Yumer Mehmet Ersin
9191 TOWNE CENTRE DRIVE, SUITE 600
SAN DIEGO, CA92122
See Remarks
Signatures
/s/ Evan Dunn, Attorney-in-Fact 11/09/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Reporting Person was granted 136,593 restricted stock units ("RSUs"), which represent a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement, which vest as follows: (a) 30% of the RSUs vest on September 1, 2022, (b) 12.5% of the RSUs vest on each of March 1, 2023, September 1, 2023, March 1, 2024 and September 1, 2024, and (c) 10% of the RSUs vest on each of March 1, 2025 and September 1, 2025, provided that the Reporting Person remains in continuous service on each such vesting date.
( 2 )The Reporting Person was granted 88,074 RSUs, which represent a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement, which vest as follows: (a) 25% of the RSUs vest on July 1, 2023, and (b) 12.5% of the RSUs vest every six-months thereafter, provided that the Reporting Person remains in continuous service on each such vesting date.

Remarks:
Title: Interim CEO and PresidentExhibit 24 - Power of Attorney

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