0000950170-24-034736.txt : 20240321 0000950170-24-034736.hdr.sgml : 20240321 20240321162254 ACCESSION NUMBER: 0000950170-24-034736 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240124 FILED AS OF DATE: 20240321 DATE AS OF CHANGE: 20240321 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mohan Jitendra CENTRAL INDEX KEY: 0001998053 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41979 FILM NUMBER: 24771700 MAIL ADDRESS: STREET 1: C/O ASTERA LABS, INC. STREET 2: 2901 TASMAN DR., SUITE 205 CITY: SANTA CLARA STATE: CA ZIP: 95054 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Astera Labs, Inc. CENTRAL INDEX KEY: 0001736297 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 823437062 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2901 TASMAN DR. SUITE 205 CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 408-242-7319 MAIL ADDRESS: STREET 1: 2901 TASMAN DR. SUITE 205 CITY: SANTA CLARA STATE: CA ZIP: 95054 4 1 ownership.xml 4 X0508 4 2024-01-24 0001736297 Astera Labs, Inc. ALAB 0001998053 Mohan Jitendra C/O ASTERA LABS, INC. 2901 TASMAN DRIVE, SUITE 205 SANTA CLARA CA 95054 true true false false Chief Executive Officer false Common Stock 2024-01-24 4 A false 2704335 0 A 2704335 D Common Stock 4526315 I By Living Trust Common Stock 1000000 I By Trust Common Stock 1000000 I By 2021 Trust 1 Common Stock 1000000 I By 2021 Trust 2 Common Stock 750000 I By 2022 Trust 1 Common Stock 750000 I By 2022 Trust 2 This transaction occurred prior to the Issuer's initial public offering and is being reported on Form 4 solely for purposes of compliance with Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended. The securities covered by such transaction were previously included on the Reporting Person's Form 3. These shares represent an award of restricted stock units ("RSUs") granted on January 24, 2024 under the Astera Labs, Inc. Amended and Restated 2018 Equity Incentive Plan. 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. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. These shares are owned directly by a living trust (the "Living Trust"), of which the Reporting Person is a trustee. The Reporting Person disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein, and the filing of this Form 4 is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. These shares are owned directly by an estate planning trust (the "Trust"). The Reporting Person disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein, and the filing of this Form 4 is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. These shares are owned directly by an estate planning trust (the "2021 Trust 1"), of which the Reporting Person is a trustee. The Reporting Person disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein, and the filing of this Form 4 is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. These shares are owned directly an estate planning trust (the "2021 Trust 2"), of which the Reporting Person is a trustee. The Reporting Person disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein, and the filing of this Form 4 is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. These shares are owned directly by an estate planning trust (the "2022 Trust 1"). The Reporting Person disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein, and the filing of this Form 4 is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. These shares are owned directly by an estate planning trust (the "2022 Trust 2"). The Reporting Person disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein, and the filing of this Form 4 is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. /s/ Philip Mazzara, Attorney-in-Fact 2024-03-21