Sec Form 3 Filing - Wittmann Michael @ indie Semiconductor, Inc. - 2024-01-22

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 Wittmann Michael 2. Issuer Name and Ticker or Trading Symbol indie Semiconductor, Inc. [ INDI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) C/O INDIE SEMICONDUCTOR, INC., 32 JOURNEY 3. Date of Earliest Transaction (MM/DD/YY) 01/22/2024 (Street) ALISO VIEJO, CA92656 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 30,270 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 Units $ 0 ( 1 ) ( 1 ) Class A Common Stock 56,250 D Performance-based Restricted Stock Units $ 0 ( 2 ) ( 2 ) Class A Common Stock 100,000 D Restricted Stock Units $ 0 ( 3 ) ( 3 ) Class A Common Stock 18,750 D Restricted Stock Units $ 0 ( 4 ) ( 4 ) Class A Common Stock 37,500 D Restricted Stock Units $ 0 ( 5 ) ( 5 ) Class A Common Stock 2,885 D Employee Stock Option (right to buy) $ 11.69 ( 6 ) 01/03/2032( 6 ) Class A Common Stock 16,558 D Performance-based Restricted Stock Units $ 0 ( 7 ) ( 7 ) Class A Common Stock 17,308 D Restricted Stock Units $ 0 ( 8 ) ( 8 ) Class A Common Stock 43,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wittmann Michael C/O INDIE SEMICONDUCTOR, INC. 32 JOURNEY ALISO VIEJO, CA92656 Chief Operating Officer Signatures /s/ Michael Wittmann, by Naixi Wu pursuant to power of attorney filed on January 22, 2024 02/01/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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 unitsat $40 per share. ( 3 )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. ( 4 )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. ( 5 )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. ( 6 )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. ( 7 )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. ( 8 )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.

Remarks: Exhibit List - Exhibit 1 - Power of Attorney

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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