Mobileye Global Form 3 / Boaz Ouriel ownership change

SEC Form 3

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^*

Ouriel Boaz

(Last)

(First)

(Middle)

C/O MOBILEYE B.V.

HAR HOTZVIM, SHLOMO MOMO HALEVI STREET 1

(Street)

JERUSALEM

9777015

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/29/2024

3. Issuer Name and Ticker or Trading Symbol
Mobileye Global Inc. [ MBLY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP of EPG Software

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	83,744⁽¹⁾	D
Class A Common Stock	37,037⁽²⁾	D
Class A Common Stock	54,565⁽³⁾	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)

Explanation of Responses:

1. Grant of restricted stock units (RSUs), each of which represents the right to receive, following vesting, one share of Class A common stock of Mobileye Global Inc., of which 33% of the RSUs vested and converted into common stock on April 26, 2023 and 33% of the RSUs vested and converted into common stock on June 26, 2024. Unless forfeited under the terms of the award, the remaining 34% of the RSUs vest and convert into common stock on June 26, 2025. If a vesting date falls on a non-business date, the next business date shall apply.

2. Grant of RSUs each of which represents the right to receive, following vesting, one share of Class A common stock of Mobileye Global Inc., of which 33% of the RSUs vested and converted into common stock on the first anniversary of the grant date (which grant date is July 10, 2023). Unless forfeited under the terms of the award, (a) 33% of the RSUs vest and convert into common stock on the second anniversary of the grant date and (b) 34% of the RSUs vest and convert into common stock on the third anniversary of the grant date. If a vesting date falls on a non-business date, the next business date shall apply.

3. Grant of RSUs, each of which represents the right to receive, following vesting, one share of Class A common stock of Mobileye Global Inc. Unless forfeited under the terms of the award, (a) 40% of the RSUs vest and convert into common stock on the first anniversary of the grant date (which grant date is July 10, 2024), (b) 30% of the RSUs vest and convert into common stock on the second anniversary of the grant date and (c) 30% of the RSUs vest and convert into common stock on the third anniversary of the grant date. If a vesting date falls on a non-business date, the next business date shall apply.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Liz Cohen-Yerushalmi, Attorney-in-Fact	11/05/2024
	** 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.

Mobileye Global (MBLY) Form 3Mobileye Global / Boaz Ouriel ownership change