10/29/2025 | Press release | Distributed by Public on 10/29/2025 19:30
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option | $7.36 | 10/27/2025 | A | 545,400 | (1)(2) | 03/19/2030 | Class A Common Stock | 545,400 | $ 0 | 545,400 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Wang David H C/O ACM RESEARCH, INC. 42307 OSGOOD ROAD, SUITE I FREMONT, CA 94539 |
X | X | See Remarks | |
| /s/ Mark McKechnie, Attorney-in-Fact for David H. Wang | 10/29/2025 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | On March 20, 2020, the reporting person was granted options to purchase an aggregate of 1,636,197 shares of the Issuer's Class A common stock, based on the satisfaction of certain performance criteria. In general, one-third of the shares subject to the options vest and become exercisable upon an increase in the Issuer's market capitalization (calculated as described in footnote 2) of $1 billion, $2 billion and $3 billion, respectively, from the market capitalization of $553,383,586 on the date of grant. 545,400 shares vested and became exercisable on October 27, 2025, which was the first trading day as of which the Issuer's market capitalization equaled or exceeded $2,553,383,586. The remaining shares will vest and become exercise upon the first trading days, if any, on which the Issuer's market capitalization equals or exceeds $3,553,383,586. |
| (2) | For purposes of the options, the market capitalization as of a specified trading day is calculated by multiplying (a) the average of the daily volume-weighted average price per share of the Issuer's Class A common stock for each of the trading days occurring during the thirty calendar day period ending on that specified trading day by (b) the total number of issued and outstanding shares of the Issuer's Class A and Class B common stock as of 11:59 p.m. (Eastern time) on such specified trading day. |
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Remarks: Chief Executive Officer, President and Director |
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