Statement of Changes in Beneficial Ownership (4)
26 11월 2022 - 5:17AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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Schneider Jacqueline D. |
2. Issuer Name and Ticker or Trading Symbol
Tempo Automation Holdings, Inc.
[
TMPO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
2460 ALAMEDA ST |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/22/2022 |
(Street)
SAN FRANCISCO, CA 94103
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 11/22/2022 | | A(1) | | 42630 (2) | A | (1) | 42630 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
Stock Option | $5.52 | 11/22/2022 | | A (1) | | 852 | | (3) | 7/28/2030 | Common Stock | 852 | (1) | 852 | D | |
Stock Option | $5.52 | 11/22/2022 | | A (1) | | 426 | | (3) | 1/26/2031 | Common Stock | 426 | (1) | 426 | D | |
Stock Option | $8.86 | 11/22/2022 | | A (1) | | 21712 | | (4) | 3/28/2031 | Common Stock | 21712 | (1) | 21712 | D | |
Explanation of Responses: |
(1) | Pursuant to the business combination of ACE Convergence Acquisition Corp. and Tempo Automation, Inc. ("Legacy Tempo"), as contemplated by an agreement and plan of merger, dated August 12, 2022 and as amended on September 7, 2022 and September 23, 2022 (amended, the "Merger Agreement"), each share of common stock, stock option and award of restricted stock unit of Legacy Tempo was cancelled and automatically converted into the right to receive securities of the Issuer with the same terms and conditions in accordance with an exchange ratio described in the Merger Agreement. |
(2) | Reflects restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock and does not expire. |
(3) | The stock option is fully vested and exercisable. |
(4) | The stock option vests and is exercisable in 24 substantially equal monthly installments beginning on April 29, 2021. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Schneider Jacqueline D. 2460 ALAMEDA ST SAN FRANCISCO, CA 94103 | X |
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Signatures
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/s/ Ryan Benton, Attorney-in-Fact | | 11/25/2022 |
**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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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