QUALCOMM (QCOM) Form 4 QUALCOMM / JAMES J CATHEY 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^*

CATHEY JAMES J

(Last) (First) (Middle)

5775 MOREHOUSE DR.

(Street)

SAN DIEGO CA 92121-1714

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
QUALCOMM INC/DE [ QCOM ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2023

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	12/15/2023		M		3,329	A	$0.0	7,779	D
Common Stock	12/15/2023		F		1,807	D	$143.13	5,972	D
Common Stock	12/15/2023		M		386(1)	A	$0.0	6,358	D
Common Stock	12/15/2023		F		386(1)	D	$143.13	5,972	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
Restricted Stock Unit	(2)	12/15/2023		M			3,329.0933	(3)	12/15/2025(3)	Common Stock	3,329.0933	$0.0	6,659.2128	D
Restricted Stock Unit	(2)	12/15/2023		M			386	(4)	12/15/2026(4)	Common Stock	386	$0.0	8,260	D

Explanation of Responses:

1. Pursuant to the terms of the Executive Restricted Stock Unit Agreements governing the applicable awards, the Restricted Stock Units granted to Mr. Cathey in December 2023 became fully vested upon Mr. Cathey's attainment of Normal Retirement Age (as defined in such agreements). These shares represent shares withheld to cover the tax liability associated with the vesting of such Restricted Stock Units.

2. Each Restricted Stock Unit is the economic equivalent of one share of Qualcomm common stock and converts on a one-for-one basis.

3. Because the recipient has met the other conditions for Normal Retirement Age (as defined in the applicable Executive Restricted Stock Unit Award Agreement), these Restricted Stock Units will be fully vested on the date that is six months after the grant date. The vested Restricted Stock Units (and allocable dividend equivalents) will be converted and shares issued in three equal annual installments on December 15, 2023, 2024 and 2025.

4. Because the recipient has met the other conditions for Normal Retirement Age (as defined in the applicable Executive Restricted Stock Unit Award Agreement), these Restricted Stock Units are fully vested on the grant date. The vested Restricted Stock Units (and allocable dividend equivalents) will be converted and shares issued in three equal annual installments on December 15, 2024, 2025 and 2026.

	By: Jon Russo, Attorney-in-Fact For: James J. Cathey	12/18/2023
	** 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).
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