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*
Guichard Eric
(Last) (First) (Middle)
C/O SILVACO GROUP, INC
4701 PATRICK HENRY DRIVE, BUILDING #23
(Street)
SANTA CLARA CA 95054
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/08/2024 		3. Issuer Name and Ticker or Trading Symbol
Silvaco Group, Inc. [ SVCO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
5. 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 Beneficially Owned
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 101,180(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)(12) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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. Each restricted stock unit ("RSUs") represents a contingent right to receive one share of Silvaco Group, Inc. common stock. The amount of securities reported on this Form 3 has been adjusted to reflect a 1-for-2 reverse stock split, which became effective with the State of Delaware on April 29, 2024 in connection with the Issuer's initial public offering (the "IPO").
2. Includes an award of 30,180 RSUs granted on November 11, 2014, with a vesting start date of November 27, 2014, under the Silvaco Group, Inc. Amended and Restated 2014 Stock Incentive Plan (the "2014 Plan") that are subject to both a time-based vesting requirement and a liquidity event vesting requirement. The liquidity event vesting requirement will be met upon the consummation of the IPO. The time-based vesting requirement was satisfied with respect to all 30,180 RSUs as of November 27, 2018
3. Includes an award of 3,500 RSUs granted on September 1, 2015, with a vesting start date of September 1, 2015, under the 2014 Plan that are subject to both a time-based vesting requirement and a liquidity event vesting requirement. The liquidity event vesting requirement will be met upon the consummation of the IPO. The time-based vesting requirement was satisfied with respect to all 3,500 RSUs as of September 1, 2019.
4. Includes an award of 5,000 RSUs granted on October 17, 2016, with a vesting start date of October 31, 2016, under the 2014 Plan that are subject to both a time-based vesting requirement and a liquidity event vesting requirement. The liquidity event vesting requirement will be met upon the consummation of the IPO. The time-based vesting requirement was satisfied with respect to all 5,000 RSUs as of October 31, 2020.
5. Includes an award of 5,000 RSUs granted on August 12, 2020, with a vesting start date of January 1, 2020, under the 2014 Plan that are subject to both a time-based vesting requirement and a liquidity event vesting requirement. The liquidity event vesting requirement will be met upon the consummation of the IPO. The time-based vesting requirement was satisfied with respect to all 5,000 RSUs as of January 1, 2024.
6. Includes an award of 7,500 RSUs granted on May 24, 2021, with a vesting start date of January 1, 2021, under the 2014 Plan that are subject to both a time-based vesting requirement and a liquidity event vesting requirement. The liquidity event vesting requirement will be met upon the consummation of the IPO. Pursuant to the Silvaco Group, Inc. Executive Severance Plan, upon the closing of the IPO the reporting person, as an executive officer, will be entitled to accelerate the satisfaction of the time-based vesting requirement with respect to 25% of the unvested portion of the reporting person's RSUs outstanding as of the closing of the IPO, subject to the reporting person's continuous service through such date (the "Time-Based Vesting Requirement Acceleration"). Upon the closing of the IPO and in accordance with the Time-Based Vesting Requirement Acceleration, the time-based vesting requirement will be satisfied with respect to 6,445 shares. The remaining 1,055 shares will
7. [continued from footnote 6] satisfy the time-based vesting requirement in equal quarterly installments from July 1, 2024 to January 1, 2025, subject to the reporting person's continuous service through each applicable vesting date.
8. Includes an award of 2,500 RSUs granted on November 24, 2021, with a vesting start date of November 24, 2021, under the 2014 Plan that are subject to both a time-based vesting requirement and a liquidity event vesting requirement. The liquidity event vesting requirement will be met upon the consummation of the IPO. The time-based vesting requirement was satisfied on the grant date.
9. Includes an award of 10,000 RSUs granted on April 22, 2022, with a vesting start date of January 1, 2022, under the 2014 Plan that are subject to both a time-based vesting requirement and a liquidity event vesting requirement. The liquidity event vesting requirement will be met upon the consummation of the IPO. Upon the closing of the IPO and in accordance with the Time-Based Vesting Requirement Acceleration, the time-based vesting requirement will be satisfied with respect to 6,718 shares. The remaining 3,282 shares will satisfy the time-based vesting requirement in equal quarterly installments from July 1, 2024 to January 1, 2026, subject to the reporting person's continuous service through each applicable vesting date.
10. Includes an award of 15,000 RSUs granted on January 26, 2023, with a vesting start date of January 1, 2023, under the 2014 Plan that are subject to both a time-based vesting requirement and a liquidity event vesting requirement. The liquidity event vesting requirement will be met upon the consummation of the IPO. Upon the closing of the IPO and in accordance with the Time-Based Vesting Requirement Acceleration, the time-based vesting requirement will be satisfied with respect to 7,735 shares. The remaining 7,265 shares will satisfy the time-based vesting requirement in equal quarterly installments from July 1, 2024 to October 1, 2026, subject to the reporting person's continuous service through each applicable vesting date.
11. Includes an award of 10,000 RSUs granted on November 13, 2023, with a vesting start date to be set at the beginning of the first full quarter following the IPO, under the 2014 Plan that are subject to a vesting period of two years, with 1/8 of the shares vesting every three months following the vesting start date, subject to the reporting person's continuous service. These RSUs are not subject to the Time-Based Vesting Requirement Acceleration.
12. Includes an award of 12,500 RSUs granted on January 29, 2024, with a vesting start date of January 1, 2024, under the 2014 Plan that are subject to both a time-based vesting requirement and a liquidity event vesting requirement. The liquidity event vesting requirement will be met upon the consummation of the IPO. Upon the closing of the IPO and in accordance with the Time-Based Vesting Requirement Acceleration, the time-based vesting requirement will be satisfied with respect to 3,125 shares. Of the remaining 9,375 shares, 3,125 shares will satisfy the time-based vesting requirement on January 1, 2025 and 6,250 shares will satisfy the time-based vesting requirement in equal quarterly installments from April 1, 2025 to January 1, 2027, in each case subject to the reporting person's continuous service through each applicable vesting date.
Remarks:
Senior Vice President and General Manager of TCAD
/s/ Eric Guichard 05/08/2024
** 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).
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