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Form 3 indie Semiconductor, For: Jun 10 Filed by: Aoki Ichiro

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June 21, 2021 5:58 PM EDT
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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 *
Aoki Ichiro
(Last) (First) (Middle)
C/O INDIE SEMICONDUCTOR
32 JOURNEY
(Street)
ALISO VIEJO CA 92656
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/10/2021 		3. Issuer Name and Ticker or Trading Symbol
indie Semiconductor, Inc. [ INDI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President
 5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, par value $0.0001 633 (1)
D
 
Class V Common Stock, no par value per share 6,334,349 (1)
D
 
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
ADK Class A Units (2) 12/10/2021   (3) Class A Common Stock, par value $0.0001 6,334,349 (2) D  
Explanation of Responses:
1. Pursuant to the Master Transactions Agreement by and among Thunder Bridge II Surviving Pubco, Inc., Thunder Bridge Acquisition II, Ltd., Ay Dee Kay, LLC d/b/a indie Semiconductor ("ADK") and certain other parties (dated as of December 14, 2020 and amended as that same date) (the "Agreement"), upon closing the transactions contemplated by the Agreement, the Reporting Person received: (i) 633 shares of Class A common stock, par value $0.0001 per share, of the Issuer (the "Class A Common Stock"); (ii) 6,334,349 shares of Class V Common Stock of the Issuer (the "Class V Common Stock"); and (iii) 6,334,349 newly issued ADK Class A Units (each an "ADK Unit").
2. The ADK 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 Unit for Class A Common Stock, an equivalent number of shares of Class V Common Stock will be canceled.
3. N/A
Remarks:
Exhibit List - Exhibit 1 - Power of Attorney
/s/ Ichiro Aoki, by Ellen Bancroft pursuant to power of attorney filed herewith 06/21/2021
** 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 Number.

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