06/08/2026 | Press release | Distributed by Public on 06/08/2026 18:27
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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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LAZAR JACK R C/O ASTERA LABS, INC. 2345 NORTH FIRST STREET SAN JOSE, CA 95131 |
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| /s/ Philip Mazzara, Attorney-in-Fact | 06/08/2026 | |
| **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) | These shares represent an award of restricted stock units ("RSUs") granted on June 4, 2026 (the "Grant Date") under the Astera Labs, Inc. 2024 Stock Option and Incentive Plan. Such award vests in full upon the earlier of (i) the first anniversary of the Grant Date or (ii) the date of the next annual stockholder meeting of the Company following the Grant Date, 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. |
| (2) | Includes deferred stock units and dividend equivalent units. |
| (3) | The sales reported in this Form 4 occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 2, 2025. |
| (4) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $362.5300 to $363.4350, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (5) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $360.8100 to $361.6600, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (6) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $359.7450 to $360.6600, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (7) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $358.8000 to $359.6400, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (8) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $357.8650 to $358.6000, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (9) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $356.6600 to $357.5750, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (10) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $354.6200 to $355.5800, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (11) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $354.0600 to $354.5500, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (12) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $352.5400 to $353.5200, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (13) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $351.5250 to $352.4850, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (14) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $349.1050 to $350.0100, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (15) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $347.7700 to $347.8600, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (16) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $346.2700 to $346.6650, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (17) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $344.6650 to $345.6250, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (18) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $343.9250 to $344.6200, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (19) | The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $342.5200 to $343.4600, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |