Sec Form 4 Filing - Aoki Ichiro @ indie Semiconductor, Inc. - 2024-03-01

FORM 4 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 Aoki Ichiro 2. Issuer Name and Ticker or Trading Symbol indie Semiconductor, Inc. [ INDI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) 32 JOURNEY 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2024 (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 03/01/2024 M 8,200 A $ 0 34,613 D Class A Common Stock 03/04/2024 F( 1 ) 3,405 D $ 6.83 31,208 D Class V Common Stock 03/04/2024 M( 2 ) 50,000 D $ 0 5,439,362 D Class A Common Stock 03/04/2024 M( 3 ) 50,000 A $ 0 81,208 D Class A Common Stock 03/04/2024 S( 4 ) 50,000 D $ 6.77 ( 5 ) 31,208 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 ( 6 ) 03/01/2024 A 8,200 ( 7 ) ( 7 ) Class A Common Stock 8,200 $ 0 8,200 D Restricted Stock Units ( 6 ) 03/01/2024 M 8,200 ( 7 ) ( 7 ) Class A Common Stock 8,200 $ 0 0 D ADK Class A Units ( 3 ) $ 0 03/04/2024 M 50,000 12/10/2021 ( 8 ) Class A Common Stock 50,000 $ 0 5,439,362 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Aoki Ichiro 32 JOURNEY ALISO VIEJO, CA92656 X President Signatures /s/ Ichiro Aoki by Naixi Wu pursuant to power of attorney filed on June 21, 2021 03/05/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of Class A common stock sold in the open market to pay for withholding taxes in connection with the vesting of restricted stock units. ( 2 )Cancellation of Class V Common Stock upon Reporting Person's exchange of ADK Class A Units for an equal number of shares of Class A Common Stock. See note 3. ( 3 )Class A Common Stock received upon conversion of ADK Class A Units. The ADK Class A Units may be exchanged by the Reporting Person at any time after December 10, 2021 for an equal number of shares of Class A Common Stock or, at the election of the Issuer, cash equal to the fair market value of such shares. Upon the Reporting Person's exchange of an ADK Class A Unit for Class A Common Stock, an equivalent number of shares of Class V Common Stock will be cancelled. ( 4 )Represents shares of Class A common stock sold in the open market. ( 5 )The price reported in Column 4 is a weighted average price. The shares reported in this Form 4 were sold in separate transactions at prices ranging from $6.76 to $6.80, inclusive. The Reporting Personundertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the price range set forth in this footnote. ( 6 )Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. ( 7 )Represents Restricted Stock Units ("RSUs") that were fully vested as of the grant date. These RSUs represent shares received in lieu of a percentage of cash salary as part of a voluntary equity compensation program as approved by the Board of Directors in June 2023. The number of underlying shares is equal to the amount of the forgone salary, divided by the closing trading price of INDI on the date of grant. ( 8 )N/A

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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