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) |
Common Stock | 362,721(1)(2)(3)(4)(5) | D |
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 |
Explanation of Responses: |
1. Includes an award of 30,973 restricted stock units ("RSUs") granted on August 23, 2022 under the Astera Labs, Inc. Amended and Restated 2018 Equity Incentive Plan ("2018 Plan"), of which 19,358 RSUs are currently unvested. Such award vests upon satisfaction of both (i) a time-based condition, which provides that the RSUs shall vest as to 25% on August 15, 2023 and the remaining RSUs shall vest in 36 equal monthly installments thereafter, and (ii) a performance-based condition, which is satisfied upon the occurrence of a change in control of the Issuer or the consummation of an initial public offering of the Issuer's equity securities, subject to the Reporting Person's continuous service relationship with the Issuer through each applicable vesting date. |
2. Includes an award of 44,248 RSUs granted on August 9, 2023 under the 2018 Plan, all of which RSUs are currently unvested. Such award vests upon satisfaction of both (i) a time-based condition, which provides that the RSUs shall vest as to 25% on August 15, 2024 and the remaining RSUs shall vest in 36 equal monthly installments thereafter, and (ii) a performance-based condition, which is satisfied upon the occurrence of a change in control of the Issuer or the consummation of an initial public offering of the Issuer's equity securities, subject to the Reporting Person's continuous service relationship with the Issuer through each applicable vesting date. |
3. Includes an award of 37,500 RSUs granted on January 24, 2024 under the 2018 Plan, all of which RSUs are currently unvested. Such award vests upon satisfaction of both (i) a time-based condition, which provides that the RSUs shall vest as to 25% on February 15, 2025 and the remaining RSUs shall vest in 12 equal quarterly installments thereafter, and (ii) a performance-based condition, which is satisfied upon the occurrence of a change in control of the Issuer or the consummation of an initial public offering of the Issuer's equity securities, subject to the Reporting Person's continuous service relationship with the Issuer through each applicable vesting date. |
4. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. |
5. Includes 250,000 shares which were acquired pursuant to the exercise of an Issuer stock option with early exercise provisions, of which 119,792 shares are currently unvested and subject to a right of repurchase by the Issuer. The shares subject to such stock option vest as to 25% on February 9, 2023 and the remaining shares subject to the stock option vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous service relationship with the Issuer through each applicable vesting date. The stock option was granted on March 11, 2022. |
Remarks: |
Exhibit 24 - Power of Attorney |
/s/ Philip Mazzara, 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. |