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08/19/2025 | Press release | Distributed by Public on 08/19/2025 16:21
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FORM 4
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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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| 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) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Gupta Vikram 1109 MCKAY DRIVE SAN JOSE, CA 95131 |
See Remarks | |||
| /s/ Pamela Fields, as attorney-in-fact | 08/19/2025 | |
| **Signature of Reporting Person | Date |
| * | 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) | One-third of the total number of restricted stock units shall vest on the first anniversary date following the vesting commencement date of August 17, 2025, and one-twelfth of the total number of restricted stock units shall vest each quarter thereafter until fully vested on August 17, 2028. |
| (2) | Amount of Securities Beneficially Owned reflects 518 performance stock units granted on February 17, 2023, and 5,627 performance stock units granted on August 17, 2023, for which the applicable performance goals were certified as achieved in 2024. These earned units remain subject to time-based vesting conditions and are expected to settle in shares of the Issuers stock when applicable service-based vesting requirements are satisfied. The original grants that were awarded on August 17, 2023 were disclosed in the Issuers Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 12, 2024. |
| (3) | Reflects earned performance stock units and market stock units. |
| (4) | Represents shares of common stock withheld by the Issuer to satisfy certain tax withholding obligations associated with the settlement of restricted stock units, performance stock units and market stock units. |
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Remarks: The reporting person is Senior Vice President & General Manager, IoT/Processors, and Chief Product Officer. |
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