Paul V Walsh Jr Form 4 ALLEGRO MICROSYSTEMS / Paul V Walsh Jr 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^*

Walsh Paul V Jr

(Last) (First) (Middle)

955 PERIMETER ROAD

(Street)

MANCHESTER NH 03103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ALLEGRO MICROSYSTEMS, INC. [ ALGM ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, CFO & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2020

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	10/28/2020		C		1,662,763	A	(1)	1,662,763	I	By Paul V. Walsh, Jr. Trust
Common Stock	10/28/2020		D		287,912	D	$13.195	1,374,851	I	By Paul V. Walsh, Jr. Trust
Common Stock	11/02/2020		A		32,143(2)	A	$0.00	32,143	D

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
Class A Common Stock	(1)	10/28/2020		D			50,000	(1)	(1)	Common Stock	(1)	$0.00	0	I	By Paul V. Walsh, Jr. Trust
Class L Common Stock	(1)	10/28/2020		C			67,000	(1)	(1)	Common Stock	(1)	$0.00	0	I	By Paul V. Walsh, Jr. Trust

Explanation of Responses:

1. As of the pricing of the Issuer's initial public offering on October 28, 2020, the Class A and Class L common stock held by the reporting person were automatically converted into and reclassified as an aggregate of 1,662,763 shares of common stock of the Issuer.

2. Represents an award of Restricted Stock Units ("RSUs"). Each RSU represents a contingent right to receive one share of common stock. The RSUs will vest in four equal annual installments beginning on November 18, 2021.

Remarks:

	/s/ Christopher E. Brown, Attorney-in-Fact for Paul V. Walsh, Jr.	11/04/2020
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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