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Form 4 Tempo Automation Holding For: Nov 22 Filed by: Weiss Joy

November 25, 2022 3:18 PM EST
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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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).
1. Name and Address of Reporting Person *
Weiss Joy

(Last) (First) (Middle)
2460 ALAMEDA ST

(Street)
SAN FRANCISCO CA 94103

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Tempo Automation Holdings, Inc. [ TMPO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/22/2022
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Common Stock 11/22/2022   A (1)   255,790 (2) A (1) 255,790 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 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: 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 $ 0.27 11/22/2022   A (1)   5,328     (3) 04/26/2025 Common Stock 5,328 (1) 5,328 D  
Stock Option $ 1.94 11/22/2022   A (1)   10,231     (3) 01/19/2026 Common Stock 10,231 (1) 10,231 D  
Stock Option $ 5.69 11/22/2022   A (1)   17,052     (3) 01/23/2028 Common Stock 17,052 (1) 17,052 D  
Stock Option $ 8.57 11/22/2022   A (1)   259,065     (3) 11/07/2029 Common Stock 259,065 (1) 259,065 D  
Stock Option $ 5.52 11/22/2022   A (1)   86,666     (3) 03/28/2031 Common Stock 86,666 (1) 86,666 D  
Stock Option $ 5.52 11/22/2022   A (1)   173,332     (4) 03/28/2031 Common Stock 173,332 (1) 173,332 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 October 23, 2021.
/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 Number.


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