Mehrotra Sanjay Form 4 MICRON TECHNOLOGY / SANJAY MEHROTRA ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MEHROTRA SANJAY

(Last) (First) (Middle)

8000 S. FEDERAL WAY

(Street)

BOISE ID 83716

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MICRON TECHNOLOGY INC [ MU ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
10/13/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	10/13/2021		M		135,114(1)	A	$0.00	727,598	D
Common Stock	10/13/2021		A		176,109(2)	A	$0.00	903,707	D
Common Stock	10/13/2021		M		3,578(1)	A	$0.00	907,285	D
Common Stock	10/13/2021		F		1,690(3)	D	$66.72	905,595	D
Common Stock	10/13/2021		F		63,815(3)	D	$66.72	841,780	D
Common Stock								90,354	I	GRAT(4)

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 (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 Securities Underlying Derivative Security (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: 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
Performance Restricted Stock Units	$0.00	10/13/2021		A		73,946		(5)	(5)	Common Stock	73,946(5)	$0.00	73,946	D
Performance Restricted Stock Units	$0.00	10/13/2021		A		44,027		(6)	(6)	Common Stock	44,027(6)	$0.00	44,027	D
Performance Restricted Stock Units	$0.00	10/13/2021		A		44,027		(7)	(7)	Common Stock	44,027(7)	$0.00	44,027	D
Performance Restricted Stock Units	$0.00	10/13/2021		M			38,604	(8)	(8)	Common Stock	135,114(1)	$0.00	38,605	D
Performance Restricted Stock Units	$0.00	10/13/2021		M			30,769	(9)	(9)	Common Stock	3,578(1)	$0.00	30,770	D

Explanation of Responses:

1. The Compensation Committee certified achievement of the pre-established performance goals at a level resulting in a vest of 100% of the total target shares under the performance-based restricted stock units previously awarded on October 16, 2019. As reported at grant, the performance-based restricted stock unit could result in a payout that varies based on actual achievement of the goals, subject to a 200% aggregate limit on the payout of target shares.

2. Restricted Stock Awards vest in 33 1/3% increments annually on the anniversary of the grant.

3. Withholding of shares of common stock to satisfy tax withholding obligations in connection with the vesting of performance restricted stock units awarded under the Issuer's 2004 Equity Incentive Plan.

4. Grantor retained annuity trust for the benefit of the reporting person and his family.

5. Each performance-based restricted stock unit represents the right to receive, following vesting, a percentage of one share of common stock which percentage varies based upon the achievement of pre-established performance metrics related to relative total shareholder return over a 3-year period beginning September 3, 2021 and ending on August 29, 2024 (subject to a 200% aggregate limit on the total target shares that may be received under the performance-based restricted stock units awarded on October 13, 2021), and certification of such performance by the Compensation Committee.

6. Each performance-based restricted stock unit represents the right to receive, following vesting, a percentage of one share of common stock which percentage varies based upon the achievement of pre-established performance metrics related to Data Center NAND delivery and solutions over a 3-year period beginning September 3, 2021 and ending on August 29, 2024 (subject to a 200% aggregate limit on the total target shares that may be received under the performance-based restricted stock units awarded on October 13, 2021), and certification of such performance by the Compensation Committee.

7. Each performance-based restricted stock unit represents the right to receive, following vesting, a percentage of one share of common stock which percentage varies based upon the achievement of pre-established performance metrics related to High Value NAND delivery and solutions over a 3-year period beginning September 3, 2021 and ending on August 29, 2024 (subject to a 200% aggregate limit on the total target shares that may be received under the performance-based restricted stock units awarded on October 13, 2021), and certification of such performance by the Compensation Committee.

8. Each performance-based restricted stock unit represents the right to receive, following vesting, a percentage of one share of common stock based upon the achievement of pre-established performance metrics related to NAND over a 3-year performance period beginning August 30, 2019 and ending on September 1, 2022 (subject to a 200% aggregate limit on the total target shares that may be received under the performance-based restricted stock units awarded on October 16, 2019), and certification of such performance by the Compensation Committee.

9. Each performance-based restricted stock unit represents the right to receive, following vesting, a percentage of one share of common stock based upon the achievement of pre-established performance metrics related to relative total shareholder return over a 3-year performance period beginning August 30, 2019 and ending on September 1, 2022 (subject to a 200% aggregate limit on the total target shares that may be received under the performance-based restricted stock units awarded on October 16, 2019), and certification of such performance by the Compensation Committee.

Remarks:

	Rob Beard, Attorney-in-fact	10/15/2021
	** Signature of Reporting Person	Date
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