Michael Truett Tate - Mar 19, 2024 Form 3 Insider Report for Astera Labs, Inc. (ALAB)

Role: Chief Financial Officer
Signature: /s/ Philip Mazzara, Attorney-in-Fact
Stock symbol: ALAB
Transactions as of: Mar 19, 2024
Transactions value $: $0
Form type: 3
Date filed: 3/19/2024, 08:32 PM
Previous filing: Mar 21, 2024
Next filing: Mar 22, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	ALAB	Common Stock						1.3M	Mar 19, 2024	Direct	F1, F2, F3, F4, F5

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	ALAB	Series A Preferred							Mar 19, 2024	Common Stock	879K	$0.00	By Tate Trust	F6, F7

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

Explanation of Responses:

Id	Content
F1	Includes an award of 169,125 restricted stock units ("RSUs") granted on August 23, 2022 under the Astera Labs, Inc. Amended and Restated 2018 Equity Incentive Plan ("2018 Plan"), of which 105,703 RSUs are currently unvested. Such award vests upon satisfaction of both (i) a time-based condition, which provides that the RSUs shall vest as to 25% on August 15, 2023 and the remaining RSUs shall vest in 36 equal monthly installments thereafter, and (ii) a performance-based condition, which is satisfied upon the occurrence of a change in control of the Issuer or the consummation of an initial public offering of the Issuer's equity securities, subject to the Reporting Person's continuous service relationship with the Issuer through each applicable vesting date.
F2	Includes an award of 61,455 RSUs granted on August 9, 2023 under the 2018 Plan, all of which RSUs are currently unvested. Such award vests upon satisfaction of both (i) a time-based condition, which provides that the RSUs shall vest as to 25% on August 15, 2024 and the remaining RSUs shall vest in 36 equal monthly installments thereafter, and (ii) a performance-based condition, which is satisfied upon the occurrence of a change in control of the Issuer or the consummation of an initial public offering of the Issuer's equity securities, subject to the Reporting Person's continuous service relationship with the Issuer through each applicable vesting date.
F3	Includes an award of 50,000 RSUs granted on January 24, 2024 under the 2018 Plan, all of which RSUs are currently unvested. Such award vests upon satisfaction of both (i) a time-based condition, which provides that the RSUs shall vest as to 25% on February 15, 2025 and the remaining RSUs shall vest in 12 equal quarterly installments thereafter, and (ii) a performance-based condition, which is satisfied upon the occurrence of a change in control of the Issuer or the consummation of an initial public offering of the Issuer's equity securities, subject to the Reporting Person's continuous service relationship with the Issuer through each applicable vesting date.
F4	Includes an award of 37,500 RSUs granted on February 7, 2024 under the 2018 Plan, all of which RSUs are currently unvested. Such award vests upon satisfaction of both (i) a time-based condition, which provides that 100% of the RSUs shall vest on February 15, 2025 and (ii) a performance-based condition, which is satisfied upon the occurrence of a change in control of the Issuer or the consummation of an initial public offering of the Issuer's equity securities, subject to the Reporting Person's continuous service relationship with the Issuer through each applicable vesting date.
F5	Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.
F6	Each share of Series A Preferred Stock shall automatically convert into one share of Common Stock on a one-for-one basis, immediately upon the closing of the Issuer's initial public offering. The shares of Series A Preferred Stock have no expiration date.
F7	These shares are owned directly by Michael T Tate and Jeanne Larue Tate as Trustees of the Tate 1997 Living Trust Dated April 24, 1997 (the "Tate 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 3 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.

Remarks:

Exhibit 24 - Power of Attorney