Ravi Vig Form 4 ALLEGRO MICROSYSTEMS / Ravi Vig 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^*

Vig Ravi

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/13/2022

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	06/13/2022		D		53,572(1)	D	$0	1,607,661	D
Common Stock	06/13/2022		D		41,953(2)	D	$0	1,565,708	D
Common Stock	06/13/2022		A		484,832(3)	A	$0	2,050,540	D
Common Stock	06/13/2022		F		244,437(4)	D	$21.45	1,806,103	D
Common Stock	06/13/2022		A		586,510(5)	A	$0	2,392,613	D
Common Stock								293,090	I	By Trust for Child 1
Common Stock								293,090	I	By Trust for Child 2
Common Stock								293,090	I	By Trust for Child 3

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

Explanation of Responses:

1. Represents the forfeiture of unvested Restricted Stock Units ("RSUs") issued on November 20, 2020.

2. Represents the forfeiture of unvested RSUs issued on May 7, 2021.

3. Represents an award of RSUs granted on June 13, 2022 in connection with Mr. Vig's retirement and in accordance with his Second Amended and Restated Severance Agreement (the "Severance Agreement"). Each RSU represents a contingent right to receive one share of common stock. The RSUs vested on June 13, 2022, but the award remains subject to the terms of the Severance Agreement.

4. Represents shares withheld to cover taxes due upon the vesting of RSUs that were granted by the Issuer on June 13, 2022.

5. Represents a portion of outstanding awards of Performance Stock Units ("PSUs") previously granted by the Issuer that remain outstanding and eligible to vest and for which minimum vesting amounts were fixed on June 13, 2022 pursuant to the terms of the Severance Agreement. Subject to the terms of the Severance Agreement, a minimum of 190,339 PSUs are scheduled to vest on December 13, 2022; 58,677 are scheduled to vest on May 16, 2023; 261,188 are scheduled to vest on November 18, 2023; and 76,306 are scheduled to vest on May 16, 2024. The remainder of these PSU awards are still subject to the achievement of the performance conditions, which could result in the vesting of additional shares pursuant to these awards in excess of the amount reported in Table I.

Remarks:

	/s/ Justin Fontaine, Attorney-in-Fact for Ravi Vig	06/15/2022
	** 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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