SEC Form 3 · accession 0001976408-26-000819
Valens Semiconductor Ltd. · VLN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dean Martin
Officer — SVP Head of Automotive,
Period of report
Sep 1, 2026
Accepted (ET)
Sep 10, 2026 · 7:41 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001863006
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1,F2 | holding | — | — | — | 60,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F3,F4 | $2.00 | holding | — | — | — | Sep 1, 2027 | Sep 1, 2033 | Ordinary Shares | 150,000 | — | D |
Explanation of responses
- F1The Reporting Person was granted restricted stock units ("RSUs"), each representing a contingent right to receive one ordinary share of Valens Semiconductor Ltd. (the "Company"). The RSUs vest 25% on the first Vesting Date (09/01/2027), and the remaining 75% vest in twelve equal quarterly installments thereafter, subject to the Reporting Person's continued employment by the Company or its subsidiaries through each applicable vesting date.
- F2Notwithstanding the foregoing, upon a Merger/Sale Event (as defined in the Company's 2021 Share Incentive Plan), 50% of the then-unvested RSUs shall accelerate immediately prior to the consummation of the transaction. The remaining unvested RSUs shall fully accelerate upon the earlier of (i) the termination of the Reporting Person's employment in connection with the Merger/Sale Event (other than for Cause or due to Justified Reason) within 12 months following the closing of the transaction, or (ii) 12 months following the consummation of the Merger/Sale Event, regardless of continued employment.
- F3The Options vest 25% on the first Vesting Date (09/01/2027) and the reamining 75% vest in twelve equal quarterly installments thereafter, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date.
- F4Notwithstanding the foregoing, upon a Merger/Sale Event (as defined in the Company's 2021 Share Incentive Plan), 50% of the then-unvested RSUs shall accelerate immediately prior to the consummation of the transaction. The remaining unvested RSUs shall fully accelerate upon the earlier of (i) the termination of the Reporting Person's employment in connection with the Merger/Sale Event (other than for Cause or due to Justified Reason) within 12 months following the closing of the transaction, or (ii) 12 months following the consummation of the Merger/Sale Event, regardless of continued employment.
Remarks
This Form 3 is being filed to report the Reporting Person beneficial ownership of securities of the Issuer as of the date the Reporting Person became subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934.