SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a 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). See Instruction 10.

1. Name and Address of Reporting Person^*

Luther Sherri R

(Last)

(First)

(Middle)

5555 NE MOORE COURT

(Street)

HILLSBORO

97124

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LATTICE SEMICONDUCTOR CORP [ LSCC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/17/2024		M		977	A	$0⁽¹⁾	110,458⁽²⁾	D
Common Stock	08/17/2024		F⁽³⁾		487	D	$48.92	109,971	D
Common Stock	08/18/2024		M		1,107	A	$0⁽¹⁾	111,078	D
Common Stock	08/18/2024		F⁽³⁾		552	D	$48.92	110,526	D
Common Stock	08/19/2024		M		891	A	$0⁽¹⁾	111,417	D
Common Stock	08/19/2024		F⁽³⁾		444	D	$49.52	110,973	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit (RSU)	$0⁽⁴⁾	08/17/2024		M			977	⁽⁵⁾	⁽⁶⁾	Common Stock	977	$0	9,765	D
Restricted Stock Unit (RSU)	$0⁽⁴⁾	08/18/2024		M			1,107	⁽⁵⁾	⁽⁶⁾	Common Stock	1,107	$0	6,643	D
Restricted Stock Unit (RSU)	$0⁽⁴⁾	08/19/2024		M			891	⁽⁵⁾	⁽⁶⁾	Common Stock	891	$0	1,782	D

Explanation of Responses:

1. Restricted Stock Units (RSUs) - no purchase price for this transaction.

2. The total beneficial ownership of shares includes 365 shares acquired on June 30, 2024 under the Issuer's 2012 Employee Stock Purchase Plan.

3. These shares were retained by the Issuer in order to meet the tax withholding obligations of the Reporting Person in connection with the vesting of an installment of the restricted stock units. The amount retained by the Issuer was not in excess of the amount of the tax liability.

4. Each Restricted Stock Unit (RSU) represents a right to receive one share of the Issuer's common stock without payment of specific consideration.

5. Grants of Restricted Stock Units (RSUs) vest as follows: 25% of the RSUs will vest on the first anniversary of the date of grant, and an additional 6.25% of the RSUs shall vest at the end of each three month period thereafter.

6. Not applicable.

	/s/ Tracy Feanny, Attorney in Fact For: Sherri R. Luther	08/20/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.