Sec Form 4 Filing - Ma Darron @ Techpoint, Inc. - 2025-06-02

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
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1. Name and Address of Reporting Person
Ma Darron
2. Issuer Name and Ticker or Trading Symbol
Techpoint, Inc. [ M-6697]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last) (First) (Middle)
C/O TECHPOINT, INC., 2550 N FIRST ST., #550
3. Date of Earliest Transaction (MM/DD/YY)
06/02/2025
(Street)
SAN JOSE, CA95131
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
Common Stock 06/02/2025 D 34,494 ( 1 ) ( 2 ) D $ 20 ( 1 ) ( 2 ) 0 D
Japanese Depositary Shares Representing Equity Stock 06/02/2025 D 78,692 ( 1 ) ( 3 ) D $ 20 ( 1 ) ( 3 ) 0 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 (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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ma Darron
C/O TECHPOINT, INC.
2550 N FIRST ST., #550
SAN JOSE, CA95131
Chief Operating Officer
Signatures
/s/ Fumihiro Kozato, Attorney in Fact 06/02/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of January 15, 2025 (the "Merger Agreement"), by and among the Techpoint, Inc. (the "Company"), ASMedia Technology Inc., a Taiwanese corporation ("Parent"), and Apex Merger Sub Inc., a Delaware corporation, a copy of which is filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 15, 2025, pursuant to which the Company became a wholly-owned subsidiary of Parent on June 2, 2025 (the "Effective Time"). At the Effective Time, each issued and outstanding share of common stock of the Company was converted into the right to receive $20.00 in cash (the "Merger Consideration"), without interest, subject to any withholding taxes.
( 2 )Includes 22,250 shares of common stock underlying restricted stock units subject to time-based vesting restrictions ("RSUs"). Pursuant to the Merger Agreement, at the Effective Time, the RSUs were automatically converted into a cash award that entitles the holder to receive, if and when vested, a cash payment (less any applicable tax withholdings) equal to: (x) the total number of shares of the Company's common stock represented by such RSU multiplied by (y) the Merger Consideration, with the same terms and conditions (including the vesting schedule) as applied to such RSU.
( 3 )Each Japanese Depositary Share represents an ownership interest in one share of the Company's common stock. Pursuant to the Merger Agreement, following the Effective Time and upon liquidation of the trust created under the Listed Foreign Stock Trust Beneficiary Interest Beneficiary Certificate Issuance Trust Agreement and Agreement regarding Issuer dated August 31, 2017 among the Company, Mizuho Securities Co., Ltd., Mitsubishi UFJ Trust and Banking Corporation, and The Master Trust Bank of Japan, Ltd. (together with Mitsubishi UFJ Trust and Banking Corporation, the "Trustees"), each holder of the Company's Japanese Depositary Shares will receive their distribution from the Trustees in accordance with the Trust Agreement.

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