Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-22-021079
Date:2022-06-01
Issuer: TUSIMPLE HOLDINGS INC. (TSP)
Original Submission Date:

Reporting Person:

DILLON PATRICK
9191 TOWNE CENTRE DRIVE, STE 600
SAN DIEGO, CA 92122

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2022-06-01 M 1,250 a $0.00 15,425 direct
CLASS A COMMON STOCK 2022-06-02 S 621 d $8.72 14,804 direct
CLASS A COMMON STOCK 2022-06-02 M 1,250 a $0.00 16,054 direct
CLASS A COMMON STOCK 2022-06-03 S 711 d $8.49 15,343 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED STOCK UNIT 0.0 2022-06-01 deemed execution date M 1,250 (d) class a common stock 1,250 $0.00 8,750 direct
RESTRICTED STOCK UNIT 0.0 2022-06-02 deemed execution date M 1,250 (d) class a common stock 1,250 $0.00 7,500 direct
Footnotes
IDfootnote
f1 the reporting person received restricted stock units ("rsus") that represent a contingent right to receive one share of class a common stock for each rsu upon the satisfaction of applicable vesting conditions. the shares were issued pursuant to vested rsus.
f2 the sales reported represent shares of class a common stock required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting and settlement of rsus. these sales are mandated by the issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the reporting person.
f3 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices within the range of $8.59 to $8.83, inclusive. the reporting person undertakes to provide to 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 range(s) set forth in this form 4.
f4 the reporting person was granted 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 shall be satisfied over a four-year period with 25% of the rsus vesting on june 1, 2022 and 12.5% of the rsus vesting every six-months thereafter, provided that the reporting person remains in continuous service on each such vesting date.

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