SEC FORM 3

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^*

Lu Cheng

(Last)

(First)

(Middle)

9191 TOWNE CENTRE DRIVE, STE 600

(Street)

SAN DIEGO

92122

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/14/2021

3. Issuer Name and Ticker or Trading Symbol
TuSimple Holdings Inc. [ TSP ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

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)
Common Stock⁽¹⁾	1,225,000⁽²⁾	D
Common Stock⁽¹⁾	900,000	I	By trust⁽³⁾

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)
Restricted Stock Unit	⁽⁴⁾	⁽⁴⁾	Common Stock	1,000,000	⁽⁴⁾	D
Stock Option (right to buy)	⁽⁵⁾	12/23/2030	Common Stock	500,000	4.2	D
Stock Option (right to buy)	⁽⁶⁾	12/23/2030	Common Stock	100,000	8.11	D
Stock Option (right to buy)	⁽⁷⁾	12/23/2030	Common Stock	100,000	14	D
Stock Option (right to buy)	⁽⁸⁾	03/03/2031	Common Stock	1,150,000	14.1401	D

Explanation of Responses:

1. Immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock, each share of Common Stock shall be reclassified into one share of Class A Common Stock.

2. One-third of the shares are subject to the issuer's right of repurchase, which shall lapse on January 1, 2022, subject to the Reporting Person's continuous service with the issuer.

3. The shares are held by Hickory Wood Grove LLC, a limited liability company incorporated in Delaware and beneficially owned by the Lu Family Descendants Trust of which the Reporting Person is trustee.

4. The Reporting Person was granted Restricted Stock Units ("RSUs") which represent a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a three-year period. 30% of the RSUs vested on June 30, 2020 and 8.75% of the RSUs shall vest each quarter thereafter, subject to the Reporting Person's continuous service with the issuer.

5. The options are subject to a service-based vesting requirement, which shall be satisfied over a three-year period. 30% of the options vest on December 31, 2021 and 8.75% of the options shall vest each quarter thereafter, subject to the Reporting Person's continuous service with the issuer.

6. The options are subject to a service-based vesting requirement, which shall be satisfied over a three-year period. 30% of the options vest on December 31, 2021 and 8.75% of the options shall vest each quarter thereafter, subject to the Reporting Person's continuous service with the issuer.

7. The options are subject to a service-based vesting requirement, which shall be satisfied over a three-year period. 30% of the options vest on December 31, 2021 and 8.75% of the options shall vest each quarter thereafter, subject to the Reporting Person's continuous service with the issuer.

8. The options are subject to a service-based vesting requirement, which shall be satisfied over a five-year period with 5% of the options vesting each quarter after December 31, 2020, subject to the Reporting Person's continuous service with the issuer.

Remarks:

President and Chief Executive Officer

	/s/ James Mullen, Attorney-in-Fact	04/14/2021
	** 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.