Mark Lin - 26 Mar 2025 Form 4 Insider Report for SEMTECH CORP (SMTC)

Role
EVP and CFO
Signature
/s/Mark Lin
Issuer symbol
SMTC
Transactions as of
26 Mar 2025
Net transactions value
-$290,542
Form type
4
Filing time
28 Mar 2025, 16:40:33 UTC
Previous filing
10 Mar 2025
Next filing
03 Apr 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SMTC Common Stock Award $0 +9,278 +80% $0.000000 20,903 26 Mar 2025 Direct F1
transaction SMTC Common Stock Tax liability $180,916 -4,515 -22% $40.07 16,388 26 Mar 2025 Direct
transaction SMTC Common Stock Sale $101,985 -2,707 -17% $37.67 13,681 27 Mar 2025 Direct F2
transaction SMTC Common Stock Sale $7,641 -200 -1.5% $38.20 13,481 27 Mar 2025 Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SMTC Restricted Stock Unit Award $0 +12,321 $0.000000 12,321 26 Mar 2025 Common Stock 12,321 Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 The reporting person was granted performance stock units by Semtech in Semtech's fiscal year 2024 that are eligible to vest based on Semtech's attainment of pre-established revenue and non-GAAP operating income targets over a period of one, two, and three years. This transaction represents the payment and vesting of the awards with respect to the second year in the performance period.
F2 This price represents the weighted average of these sales. The prices ranged from $37.2 to $38.09. Price and share details are available upon request.
F3 Each stock unit represents the contingent right to receive one share of Semtech common stock.
F4 The reporting person was granted performance stock units by Semtech in Semtech's fiscal year 2025 that are eligible to vest based on Semtech's attainment of pre-established revenue and non-GAAP operating income targets over a period of one, two, and three years, Semtech's relative total stockholder return over a period of three years, and the satisfaction of a service condition. The transaction represents the determination of the number of units eligible to vest based on the actual attainment of the performance condition with respect to the first year in the performance period. The vesting of the award with respect to the first year in the performance period will occur on June 4, 2025, subject to the satisfaction of the service condition.