STOCK TITAN

Valens Semiconductor exec reports 150K stock options

Valens Semiconductor Ltd. (VLN) reports initial beneficial ownership for Martin Dean, SVP Head of Automotive, as he becomes subject to Section 16 reporting.

(Moderate)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Valens Semiconductor Ltd. (VLN) reports initial beneficial ownership for Martin Dean, SVP Head of Automotive, as he becomes subject to Section 16 reporting. Dean holds a stock option over 150,000 ordinary shares at $2.00 per share, expiring September 1, 2033, and restricted stock units representing 60,000 ordinary shares. Both the RSUs and options vest 25% on September 1, 2027, with the remaining 75% vesting in twelve equal quarterly installments, and include acceleration provisions upon a Merger/Sale Event under the company’s 2021 Share Incentive Plan.

Positive

  • None.

Negative

  • None.
Insider Martin Dean
Role SVP Head of Automotive,
Type Security Shares Price Value
holding Stock Option (Right to Buy) F3, F4 -- -- --
holding Ordinary Shares F1, F2 -- -- --
Holdings After Transaction: Stock Option (Right to Buy) — 150,000 contracts (Direct); Ordinary Shares — 60,000 shares (Direct)
Footnotes (4)
  1. F1. The 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.
  2. F2. Notwithstanding 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.
  3. F3. The 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.
  4. F4. Notwithstanding 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.
Stock option underlying shares 150,000 ordinary shares Stock Option (Right to Buy) held directly by Martin Dean
Stock option exercise price $2.00 per share Exercise price for 150,000-share option position
Stock option expiration date September 1, 2033 Expiration of reported stock option holding
RSU underlying shares 60,000 ordinary shares Restricted stock units, each representing one ordinary share
Initial vesting date (RSUs and options) September 1, 2027 25% of RSUs and options vest on the first Vesting Date
Remaining vesting pattern 75% over 12 quarterly installments Post-initial vesting schedule for both RSUs and options
Acceleration on Merger/Sale Event 50% immediate, remainder within 12 months RSU acceleration terms tied to a Merger/Sale Event
restricted stock units ("RSUs") financial
"The Reporting Person was granted restricted stock units ("RSUs"), each representing"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Merger/Sale Event financial
"Notwithstanding the foregoing, upon a Merger/Sale Event (as defined in the Company's"
2021 Share Incentive Plan financial
"Merger/Sale Event (as defined in the Company's 2021 Share Incentive Plan), 50%"
Section 16 of the Securities Exchange Act of 1934 regulatory
"subject to the reporting requirements of Section 16 of the Securities Exchange Act"
A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider holdings does VLN executive Martin Dean report on this Form 3?

Martin Dean reports a stock option over 150,000 ordinary shares at $2.00 per share, expiring September 1, 2033, and restricted stock units representing 60,000 ordinary shares, all subject to time-based vesting and certain acceleration conditions.

What are the vesting terms of Martin Dean’s RSUs reported for VLN?

The RSUs vest 25% on September 1, 2027, with the remaining 75% vesting in twelve equal quarterly installments thereafter, subject to Martin Dean’s continued employment with Valens Semiconductor or its subsidiaries through each vesting date.

What are the vesting terms of Martin Dean’s stock options in VLN?

The options vest 25% on September 1, 2027, and the remaining 75% vest in twelve equal quarterly installments thereafter, subject to Martin Dean’s continued service to Valens Semiconductor or its subsidiaries through each applicable vesting date.

Do Martin Dean’s VLN equity awards have acceleration on a Merger/Sale Event?

Yes. Upon a Merger/Sale Event, 50% of then-unvested RSUs accelerate immediately before closing. The remaining RSUs fully accelerate upon certain employment termination events within 12 months after closing or 12 months after the Merger/Sale Event, as described in the 2021 Share Incentive Plan.

What is the exercise price and expiration date of Martin Dean’s VLN stock options?

Martin Dean’s reported stock option has an exercise price of $2.00 per ordinary share and an expiration date of September 1, 2033, with 150,000 underlying ordinary shares, subject to the stated vesting schedule.

Why did Martin Dean file a Form 3 for VLN?

The filing states it is made because Martin Dean became subject to the Section 16 reporting requirements of the Securities Exchange Act of 1934, requiring an initial statement of beneficial ownership of Valens Semiconductor securities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
SEC Form 3
FORM 3UNITED 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
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Martin Dean

(Last)(First)(Middle)
3 PAGES CROFT,

(Street)
WOKINGHAMBERKSHIRERG40 2HN

(City)(State)(Zip)

UNITED KINGDOM

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
09/01/2026
3. Issuer Name and Ticker or Trading Symbol
Valens Semiconductor Ltd. [ VLN ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP Head of Automotive,
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
Ordinary Shares60,000(1)(2)D
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)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)09/01/2027(3)(4)09/01/2033Ordinary Shares150,000$2D
Explanation of Responses:
1. The 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.
2. Notwithstanding 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.
3. The 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.
4. Notwithstanding 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.
/s/ Meirav Shemesh on behalf of Oppenheimer Israel, as Attorney-in-fact09/08/2026
** Signature of Reporting PersonDate
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.
* Form 3: SEC 1473 (03-26)

Keep reading