Sec Form 3 Filing - HSIEH Wen Hsuan @ Ambiq Micro, Inc. - 2025-07-29

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
HSIEH Wen Hsuan
2. Issuer Name and Ticker or Trading Symbol
Ambiq Micro, Inc. [ AMBQ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O AMBIQ MICRO, INC.
3. Date of Earliest Transaction (MM/DD/YY)
07/29/2025
(Street)
AUSTIN, TX78730
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Series G Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 394,989 I By: Matter Venture Partners Fund I, L.P. ( 2 )
Warrant (Right to Buy) $ 12.6 ( 3 ) 06/01/2034 Common Stock 238,931 I By: Matter Venture Partners Fund I, L.P. ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HSIEH Wen Hsuan
C/O AMBIQ MICRO, INC.
AUSTIN, TX78730
X
Signatures
/s/ Jeffrey Winzeler, Attorney-in-Fact 07/29/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series G Convertible Preferred Stock is convertible on a one-for-one basis into Common Stock at any time at the Reporting Person's election and will convert automatically upon the closing of the Issuer's initial public offering and has no expiration date.
( 2 )The Reporting Person exercises sole voting and dispositive control over the shares held by Matter Venture Partners Fund I, L.P.
( 3 )The warrant is exercisable in whole or in part, on the earlier of (i) June 1, 2028, (ii) immediately prior to the completion of the Issuer's initial public offering or (iii) immediately prior to the consummation of an acquisition or asset transfer of the Issuer, until the warrant's expiration on June 1, 2034

Remarks:
Exhibit 24 Power of Attorney

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.