Ryan A. Benton - May 8, 2024 Form 3 Insider Report for Silvaco Group, Inc. (SVCO)

Signature
/s/ Ryan Benton
Stock symbol
SVCO
Transactions as of
May 8, 2024
Transactions value $
$0
Form type
3
Date filed
5/8/2024, 08:14 PM
Previous filing
Jan 18, 2023
Next filing
Nov 7, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding SVCO Common Stock 238K May 8, 2024 Direct F1, F2, F3, F4, F5, F6, F7, F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each restricted stock unit ("RSUs") represents a contingent right to receive one share of Silvaco Group, Inc. common stock. The amount of securities reported on this Form 3 has been adjusted to reflect a 1-for-2 reverse stock split, which became effective with the State of Delaware on April 29, 2024 in connection with the Issuer's initial public offering (the "IPO").
F2 Includes an award of 75,000 RSUs granted on November 30, 2023, with a vesting start date of May 8, 2024, under the Silvaco Group, Inc. Amended and Restated 2014 Stock Incentive Plan (the "2014 Plan") that are subject to both a time-based vesting requirement and a liquidity event vesting requirement. The liquidity event vesting requirement will be met upon the consummation of the IPO. Pursuant to the Silvaco Group, Inc. Executive Severance Plan, upon the closing of the IPO the reporting person, as a named executive officer, will be entitled to accelerate the satisfaction of the time-based vesting requirement with respect to 50% of the unvested portion of the reporting person's RSUs outstanding as of the closing of the IPO, subject to the reporting person's continuous service through such date (the "Time-Based Vesting Requirement Acceleration"). Upon the closing of the IPO and in accordance with the Time-Based Vesting Requirement Acceleration, the time-based vesting requirement
F3 [continued from footnote 2] will be satisfied with respect to 37,500 shares. Of the remaining 37,500 shares, 18,750 shares will satisfy the time-based vesting requirement on May 8, 2025 and 18,750 shares will satisfy the time-based vesting requirement in equal quarterly installments from August 8, 2025 to May 8, 2026, in each case subject to the reporting person's continuous service through each applicable vesting date.
F4 Includes an award of 30,000 RSUs granted on November 30, 2023, with a vesting start date of May 8, 2024, under the 2014 Plan that are subject to a revenue-based vesting requirement and the reporting person's continuous service through each vesting date. The 30,000 RSUs are comprised of three equal tranches where (i) 10,000 shares will satisfy the revenue-based requirement when the Issuer achieves revenues of $75 million during any consecutive twelve-month period during the four year period commencing the vesting start date, (ii) an additional 10,000 shares will satisfy the revenue-based requirement when the Issuer achieves revenues of $90 million during any consecutive twelve-month period during the four year period commencing the vesting start date and (iii) an additional 10,000 shares will satisfy the revenue-based requirement when the Issuer achieves revenues of $120 million during any consecutive twelve-month period during the four year period commencing the vesting start
F5 [continued from footnote 4] date. The RSUs are not subject to the Time-Based Vesting Requirement Acceleration.
F6 Includes an award of 75,000 RSUs granted on November 30, 2023 under the 2014 Plan. Of the 150,000 RSUs, (i) 40,000 shares will vest quarterly over a four-year period subject to the reporting person's continuous service and the volume-weighted average price ("VWAP") of the common stock of the Issuer for 50 out of 60 consecutive trading days exceeding 125% of the price at which the Issuer sells its common stock to the underwriters in the IPO, (ii) 50,000 shares will vest quarterly over a four-year period subject to the reporting person's continuous service and the VWAP of the common stock of the Issuer for 50 out of 60 consecutive trading days exceeding 150% of the price at which the Issuer sells its common stock to the underwriters in the IPO, and (iii) 60,000 shares will vest quarterly over a four-year period subject to the reporting person's continuous service and the VWAP of the common stock of the Issuer for 50 out of 60 consecutive trading days exceeding 200% of the price at
F7 [continued from footnote 6] which the Issuer sells its common stock to the underwriters in the IPO. The RSUs are not subject to the Time-Based Vesting Requirement Acceleration.
F8 Includes an award of 50,000 RSUs granted on November 30, 2023, with a vesting start date to be set at the beginning of the first full quarter following the IPO, under the 2014 Plan. The 50,000 RSUs will vest in equal quarterly installments over a four-year period with a one-year cliff, subject to the reporting person's continuous service through each applicable vesting date. The RSUs are not subject to the Time-Based Vesting Requirement Acceleration.
F9 Includes an award of 7,500 RSUs granted on January 29, 2024, with a vesting start date of January 1, 2024, under the 2014 Plan that are subject to both a time-based vesting requirement and a liquidity event vesting requirement. Upon the closing of the IPO and in accordance with the Time-Based Vesting Requirement Acceleration, the time-based vesting requirement will be satisfied with respect to 3,750. Of the remaining 3,750 shares, 1,875 shares will satisfy the time-based vesting requirement on January 1, 2025 and 1,875 shares will satisfy the time-based vesting requirement in equal quarterly installments from April 1, 2025 to January 1, 2026, in each case subject to the reporting person's continuous service through each applicable vesting date.