Astera Labs Inc

11/08/2024 | Press release | Distributed by Public on 11/08/2024 15:06

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Mohan Jitendra
2. Issuer Name and Ticker or Trading Symbol
Astera Labs, Inc. [ALAB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O ASTERA LABS, INC., 2901 TASMAN DRIVE, SUITE 205 		3. Date of Earliest Transaction (Month/Day/Year)
11/06/2024
(Street)
SANTA CLARA, CA 95054 		4. If Amendment, Date 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
(City) (State) (Zip)
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 11/06/2024 S(1) 70,631 D $91.9363(2)(3) 4,500,392 I By Living Trust(4)
Common Stock 11/06/2024 S(1) 70,631 D $91.9363(2)(3) 907,788 I By 2021 Trust 1(5)
Common Stock 11/06/2024 S(1) 70,631 D $91.9363(2)(3) 907,789 I By 2021 Trust 2(6)
Common Stock 11/06/2024 S(1) 70,631 D $91.9363(2)(3) 657,789 I By 2022 Trust 1(7)
Common Stock 11/06/2024 S(1) 70,631 D $91.9363(2)(3) 657,789 I By 2022 Trust 2(8)
Common Stock 11/06/2024 S(1) 70,628 D $91.9363(2)(3) 907,788 I By Trust(9)
Common Stock 2,704,335 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mohan Jitendra
C/O ASTERA LABS, INC.
2901 TASMAN DRIVE, SUITE 205
SANTA CLARA, CA 95054 		X Chief Executive Officer

Signatures

/s/ Philip Mazzara, Attorney-in-Fact 11/08/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The sales reported in this Form 4 occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 31, 2024.
(2) The price reported in Column 4 is a weighted average price of the aggregate number of shares sold. These shares were sold in multiple transactions with 2,700 shares sold at prices ranging from $86.5062 to $87.3600, 10,030 shares sold at prices ranging from $87.5360 to $88.5300, 28,523 shares sold at prices ranging from $88.5400 to $89.4800, 200,248 shares sold at prices ranging from $89.5400 to $90.5300, 11,710 shares sold at prices ranging from $90.5500 to $91.5200, 11,107 shares sold at prices ranging from $91.6000 to $92.5900, 28,646 shares sold at prices ranging from $92.8800 to $93.8700, 68,569 shares sold at prices ranging from $93.8800 to $94.8750, 8,435 shares sold at prices ranging from $94.8800 to $95.8700, 30,763 shares sold at prices ranging from $95.8800 to $96.8700, 16,695 shares sold at prices ranging from $96.8800 to $97.8600, and 6,357 shares sold at prices ranging from $97.8800 to $98.4600, inclusive.
(3) (Continued from Footnote 2) The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in Footnote 2.
(4) 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.
(5) 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.
(6) These shares are owned directly by 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.
(7) 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.
(8) 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.
(9) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.