SEC 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/19/2024 |
3. Issuer Name and Ticker or Trading Symbol
Astera Labs, Inc. [ ALAB ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Preferred Stock | (1) | (1) | Common Stock | 864 | (1) | I | By Trust (MLS)(2) |
Series A Preferred Stock | (1) | (1) | Common Stock | 130 | (1) | I | By Trust (SJP)(3) |
Series A Preferred Stock | (1) | (1) | Common Stock | 9,672 | (1) | D(4) | |
Series B Preferred Stock | (1) | (1) | Common Stock | 52,729 | (1) | I | By Trust (MLS)(2) |
Series B Preferred Stock | (1) | (1) | Common Stock | 1,573,520 | (1) | I | By Limited Partnership (CHAT)(5) |
Series B Preferred Stock | (1) | (1) | Common Stock | 11,295 | (1) | I | By Irrevocable Trust (SCT)(6) |
Series B Preferred Stock | (1) | (1) | Common Stock | 1,815 | (1) | I | By Irrevocable Trust (SRT)(6) |
Series B Preferred Stock | (1) | (1) | Common Stock | 127,405 | (1) | D(7) | |
Series B Preferred Stock | (1) | (1) | Common Stock | 78,061 | (1) | I | By Trust (SJP)(3) |
Series B Preferred Stock | (1) | (1) | Common Stock | 14,957,606 | (1) | D(4) | |
Series B Preferred Stock | (1) | (1) | Common Stock | 203,445 | (1) | I | By SHM Investments, LLC(8) |
Series C Preferred Stock | (1) | (1) | Common Stock | 27,093 | (1) | I | By Trust (MLS)(2) |
Series C Preferred Stock | (1) | (1) | Common Stock | 3,426 | (1) | D(7) | |
Series C Preferred Stock | (1) | (1) | Common Stock | 3,141 | (1) | I | By Trust (SJP)(3) |
Series C Preferred Stock | (1) | (1) | Common Stock | 478,056 | (1) | D(4) | |
Series C Preferred Stock | (1) | (1) | Common Stock | 6,568 | (1) | I | By SHM Investments, LLC(8) |
Series D Preferred Stock | (1) | (1) | Common Stock | 117,405 | (1) | I | By Trust (MLS)(2) |
Series D Preferred Stock | (1) | (1) | Common Stock | 17,721 | (1) | I | By Trust (SJP)(3) |
Series D Preferred Stock | (1) | (1) | Common Stock | 1,316,256 | (1) | D(4) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (collectively, the "Preferred Stock") shall automatically convert into one share of Common Stock on a one-for-one basis, immediately upon the closing of the Issuer's initial public offering. The shares of Preferred Stock have no expiration date. |
2. Shares held by a trust of which Michael L. Speiser is a Trustee. Mr. Speiser disclaims beneficial ownership in these shares except as to his pecuniary interest therein. |
3. Shares held by a trust of which Samuel J. Pullara III is a Trustee. Mr. Pullara disclaims beneficial ownership in these shares except as to his pecuniary interest therein. |
4. Shares held by Sutter Hill Ventures, a California Limited Partnership ("SHV"). Michael L. Speiser, Samuel J. Pullara III and Stefan A. Dyckerhoff are managing directors and members of the management committee of the general partner of SHV. The Reporting Persons disclaim beneficial ownership in these shares except as to the Reporting Persons' pecuniary interest therein. Mr. Dyckerhoff is a director of the Issuer and files separate Section 16 reports. |
5. Shares held by a limited partnership of which Michael L. Speiser is a trustee of a trust which is the general partner. Mr. Speiser disclaims beneficial ownership in these shares except as to his pecuniary interest therein. |
6. Shares held by an irrevocable trust of which Michael L. Speiser is a Trustee. Mr. Speiser disclaims beneficial ownership in these shares except as to his pecuniary interest therein. |
7. Shares held by Samuel J. Pullara III. |
8. Shares held by SHM Investments, LLC ("SHMI"). Michael L. Speiser, Samuel J. Pullara III and Stefan A. Dyckerhoff are managing members of SHMI. The Reporting Persons disclaim beneficial ownership in these shares except as to the Reporting Persons' pecuniary interest therein. Mr. Dyckerhoff is a director of the Issuer and files separate Section 16 reports. |
Sutter Hill Ventures, By /s/ Kanwalpreet S. Kalra, Attorney-in-Fact | 03/19/2024 | |
Micheal L. Speiser, By /s/ Kanwalpreet S. Kalra, Attorney-in-Fact | 03/19/2024 | |
Samuel J. Pullara III, By /s/ Kanwalpreet S. Kalra, Attorney-in-Fact | 03/19/2024 | |
** 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. |