SEC FORM 3

SEC FORM 3SEC 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^*

Martin Dean

(Last)

(First)

(Middle)

3 PAGES CROFT,

(Street)

WOKINGHAM

BERKSHIRE

RG40 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP Head of Automotive,

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)
Ordinary Shares	60,000⁽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)
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)
Stock Option (Right to Buy)	09/01/2027⁽³⁾⁽⁴⁾	09/01/2033	Ordinary Shares	150,000	$2	D

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-fact	09/08/2026
	** 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.
* Form 3: SEC 1473 (03-26)