Lip Bu Tan - Jan 26, 2022 Form 3 Insider Report for Credo Technology Group Holding Ltd (CRDO)

Role: Director, 10%+ Owner
Signature: /s/ Adam Thorngate-Gottlund, attorney-in-fact
Stock symbol: CRDO
Transactions as of: Jan 26, 2022
Transactions value $: $0
Form type: 3
Date filed: 1/26/2022, 07:56 PM
Previous filing: Jan 20, 2022
Next filing: Feb 2, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	CRDO	Ordinary Shares						1.5M	Jan 26, 2022	Celesta Capital II, L.P.	F1
holding	CRDO	Ordinary Shares						1.5M	Jan 26, 2022	China Walden Venture Investments II, L.P.	F2

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
holding	CRDO	Series A Convertible Preferred Shares							Jan 26, 2022	Ordinary Shares	1.5M		Celesta Capital II, L.P.	F1, F3
holding	CRDO	Series A Convertible Preferred Shares							Jan 26, 2022	Ordinary Shares	1.5M		China Walden Venture Investments II, L.P.	F2, F3
holding	CRDO	Series B Convertible Preferred Shares							Jan 26, 2022	Ordinary Shares	2.39M		Celesta Capital II, L.P.	F1, F3
holding	CRDO	Series B Convertible Preferred Shares							Jan 26, 2022	Ordinary Shares	1.19M		China Walden Venture Investments II, L.P.	F2, F3
holding	CRDO	Series D Convertible Preferred Shares							Jan 26, 2022	Ordinary Shares	160K		A&E Investment LLC	F3, F4
holding	CRDO	Series D Convertible Preferred Shares							Jan 26, 2022	Ordinary Shares	200K		Celesta Capital II, L.P.	F1, F3
holding	CRDO	Series D Convertible Preferred Shares							Jan 26, 2022	Ordinary Shares	1.54M		Celesta Capital III, L.P.	F3, F5
holding	CRDO	Series D+ Convertible Preferred Shares							Jan 26, 2022	Ordinary Shares	93.5K		A&E Investment LLC	F3, F4
holding	CRDO	Series D+ Convertible Preferred Shares							Jan 26, 2022	Ordinary Shares	324K		Celesta Capital II, L.P.	F1, F3
holding	CRDO	Series D+ Convertible Preferred Shares							Jan 26, 2022	Ordinary Shares	658K		Celesta Capital III, L.P.	F3, F5
holding	CRDO	Series D+ Convertible Preferred Shares							Jan 26, 2022	Ordinary Shares	501K		China Walden Venture Investments II, L.P.	F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The Reporting Person is the Managing Director of Celesta Capital GP II, Ltd., which is the general partner of Celesta Capital II, L.P. The Reporting Person disclaims beneficial ownership of these indirectly held shares except to the extent of any pecuniary interest therein.
F2	The Reporting Person is the Managing Director of China Walden Venture Investment II G.P., Ltd., which is the general partner of China Walden Venture Investments II, L.P. The Reporting Person disclaims beneficial ownership of these indirectly held shares except to the extent of any pecuniary interest therein.
F3	Each Series A Convertible Preferred Share, Series B Convertible Preferred Share, Series D Convertible Preferred Share and Series D+ Convertible Preferred Share (collectively, the "Preferred Shares") is convertible into Ordinary Shares of the Issuer on a one-for-one basis and has no expiration date. Effective immediately prior to the closing of the Issuer's initial public offering, each Preferred Share will automatically convert into one Ordinary Share.
F4	The Reporting Person is the Manager of A&E Investment LLC, an entity owned by the Reporting Person's family trust for which the Reporting Person is a joint trustee.
F5	The Reporting Person is the Managing Director of Celesta Capital GP III, LLC, which is the general partner of Celesta Capital III, L.P. The Reporting Person disclaims beneficial ownership of these indirectly held shares except to the extent of any pecuniary interest therein.

Remarks:

Exhibit 24 - Power of Attorney