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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol MICRON TECHNOLOGY INC [ MU ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/16/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 10/16/2021 | M | 16,554(1) | A | $0.00 | 221,587 | D | |||
| Common Stock | 10/16/2021 | M | 6,647(2) | A | $0.00 | 228,234 | D | |||
| Common Stock | 10/16/2021 | M | 4,747(3) | A | $0.00 | 232,981 | D | |||
| Common Stock | 10/16/2021 | F | 7,272(4) | D | $67.68 | 225,709 | D | |||
| Common Stock | 10/16/2021 | F | 2,920(4) | D | $67.68 | 222,789 | D | |||
| Common Stock | 10/16/2021 | F | 2,086(4) | D | $67.68 | 220,703 | D | |||
| Common Stock | 10/16/2021 | F | 7,425(5) | D | $67.68 | 213,278 | D | |||
| Common Stock | 10/16/2021 | F | 5,465(4) | D | $67.68 | 207,813 | D | |||
| Common Stock | 10/16/2021 | F | 6,226(4) | D | $67.68 | 201,587 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | 10/16/2021 | M | 7,085 | (6) | (6) | Common Stock | 4,747(3) | $0.00 | 0.00 | D | ||||
| Performance Restricted Stock Units | $0.00 | 10/16/2021 | M | 6,200 | (7) | (7) | Common Stock | 16,554(1) | $0.00 | 0.00 | D | ||||
| Performance Restricted Stock Units | $0.00 | 10/16/2021 | M | 3,324 | (8) | (8) | Common Stock | 6,647(2) | $0.00 | 0.00 | 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 NAND delivery and solutions performance-based restricted stock units previously awarded on October 16, 2018. As reported at grant, the performance-based restricted stock unit could result in a payout that varies from 0% to an aggregate of 200% of target shares under all related awards based on actual achievement of the goals. |
| 2. 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 PE Ratio performance-based restricted stock units previously awarded on October 16, 2018. As reported at grant, the performance-based restricted stock unit could result in a payout that varies from 0% to an aggregate of 200% of target shares under all related awards based on actual achievement of the goals. |
| 3. The Compensation Committee certified achievement of the pre-established performance goals at a level resulting in a vest of 67% of the total target shares under the FCF performance-based restricted stock units previously awarded on October 16, 2018. As reported at grant, the performance-based restricted stock unit could result in a payout that varies from 0% to an aggregate of 200% of target shares under all related awards based on actual achievement of the goals. |
| 4. Withholding of shares of common stock to satisfy tax withholding obligations in connection with the vesting of awards under the Issuer's 2004 Equity Incentive Plan. |
| 5. Withholding of shares of common stock to satisfy tax withholding obligations in connection with the vesting of awards under the Issuer's 2007 Equity Incentive Plan. |
| 6. Each performance-based restricted stock unit represents the right to receive, following vesting, shares of common stock based upon the achievement of pre-established performance metrics related to FCF over a 3-year performance period beginning August 31, 2018 and ending on September 2, 2021 (payout is from 0% up 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, 2018), and certification of such performance by the Compensation Committee. |
| 7. Each performance-based restricted stock unit represents the right to receive, following vesting, shares of common stock based upon the achievement of pre-established performance metrics related to NAND delivery and solutions over a 3-year performance period beginning August 31, 2018 and ending on September 2, 2021 (payout is from 0% up 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, 2018), and certification of such performance by the Compensation Committee. |
| 8. Each performance-based restricted stock unit represents the right to receive, following vesting, shares of common stock based upon the achievement of pre-established performance metrics related to PE Ratio over a 3-year performance period beginning August 31, 2018 and ending on September 2, 2021 (payout is from 0% up 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, 2018), and certification of such performance by the Compensation Committee. |
| Remarks: |
| Rob Beard, Attorney-in-fact | 10/19/2021 | |
| ** 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. | ||
| 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. | ||