| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/14/2022 |
3. Issuer Name and Ticker or Trading Symbol
Mobileye Global Inc. [ MBLY ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Restricted Stock Units | (2) | (2) | Class A Common Stock | 93,570 | (1) | D | |
| Explanation of Responses: |
| 1. Each restricted stock unit (RSU) represents the right to receive, following vesting, one share of Class A common stock of Mobileye Global Inc. |
| 2. Unless earlier forfeited under the terms of the RSU, the RSU will vest as follows: (a) 33% of the RSUs vest and convert into common stock on the six-month anniversary of the grant date (which grant date is October 26, 2022), (b) 33% of the RSUs vest and convert into common stock on the twenty-month anniversary of the grant date and (c) 34% of the RSUs vest and convert into common stock on the thirty-two month anniversary of the grant date. If a vesting date falls on a non-business date, the next business date shall apply. |
| Remarks: |
| Exhibit List - Exhibit 24 - Power of Attorney |
| /s/ Liz Cohen-Yerushalmi, Attorney-in-Fact | 03/21/2022 | |
| ** 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 5 (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. | ||
Exhibit 24
SECTION 16
POWER OF ATTORNEY
I, Nimrod Nehushtan, do hereby constitute and appoint Liz-Cohen Yerushalmi, Jesse Infeld, Sandra Manor Richter, Saul Brownstein, Aaron Shaw, Tali Har Oz and Rinat Kriheli, my true and lawful attorneys-in-fact, either of whom acting singly is hereby authorized, for me and in my name and on my behalf as a director, officer and/or shareholder of Mobileye Global Inc. to (i) prepare, execute in my name and on my behalf, and submit to the U.S. Securities and Exchange Commission (the SEC) a Form ID, including any necessary amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling me to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC in respect thereof; and (ii) prepare, execute and file any and all forms, instruments or documents, including any necessary amendments thereto, as such attorneys or attorney deems necessary or advisable to enable me to comply with Section 16 of the Securities Exchange Act of 1934 or any rule or regulation of the SEC in respect thereof (collectively, Section 16). I do hereby ratify and confirm all acts my said attorney shall do or cause to be done by virtue hereof. I acknowledge that the foregoing attorneys-in-fact, serving in such capacity at my request, are not assuming, nor is Mobileye Global Inc. assuming, any of my responsibilities to comply with Section 16.
This power of attorney shall remain in full force and effect until it is revoked by the undersigned in a signed writing delivered to each such attorney-in-fact or the undersigned is no longer required to comply with Section 16, whichever occurs first.
WITNESS the execution hereof this 9th day of March, 2023.
/s/ Nimrod Nehushtan