Lattice Semiconductor (LSCC) Form 4 LATTICE SEMICONDUCTOR / Tracy Ann Feanny 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^*

Feanny Tracy Ann

(Last) (First) (Middle)

5555 NE MOORE COURT

(Street)

HILLSBORO OR 97124

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LATTICE SEMICONDUCTOR CORP [ LSCC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2023

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	11/03/2023		M		554	A	(1)	2,757	D
Common Stock	11/03/2023		F(2)		218	D	$57.63	2,539	D
Common Stock	11/03/2023		M		5,906	A	(1)	8,445	D
Common Stock	11/03/2023		F(2)		2,325	D	$57.63	6,120	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 (RSU)	(3)	11/03/2023		M			554	(4)	(5)	Common Stock	554	$0	17,507	D
Performance Restricted Stock Unit (PRSU)	(3)	11/03/2023		M			5,906	11/03/2024(6)	(5)	Common Stock	5,906	$0	0(6)	D

Explanation of Responses:

1. Restricted Stock Units (RSUs) - no purchase price for this transaction.

2. These shares were retained by the Issuer in order to meet the tax withholding obligations of the Reporting Person in connection with the vesting of an installment of the restricted stock units. The amount retained by the Issuer was not in excess of the amount of the tax liability.

3. Each Restricted Stock Unit (RSU) represents a right to receive one share of the Issuer's common stock without payment of specific consideration.

4. Grants of Restricted Stock Units (RSUs) vest as follows: 25% of the RSUs will vest on the first anniversary of the date of grant, and an additional 6.25% of the RSUs shall vest at the end of each three month period thereafter.

5. Not applicable.

6. On November 3, 2023, the Compensation Committee of the Issuer's Board of Directors determined that 200% of the performance conditions, pertaining to the second tranche of shares subject to the Performance Restricted Stock Units (PRSUs) granted November 3, 2021 and scheduled to vest on November 3, 2023, had been achieved, resulting in the vesting and release of 5,906 shares. As the number of outstanding PRSUs following such second tranche vesting is not currently determinable, the share amount set forth in column 9 is zero as the number of shares subject to the third tranche of shares scheduled to vest on November 3, 2024 can range from zero shares (at 0%) to 5,908 shares (at 200%) depending on the level of achievement of the performance conditions.

	/s/ Tracy Feanny	11/07/2023
	** 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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