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 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Credo Technology Group Holding Ltd [ CRDO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/23/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Ordinary Shares | 06/23/2023 | S(1) | 8,081 | D | $17.6022(2) | 4,216,592 | I | Walden Technology Ventures Investments II, L.P.(3) | ||
Ordinary Shares | 06/26/2023 | S(1) | 35,986 | D | $17.7316(4) | 4,180,606 | I | Walden Technology Ventures Investments II, L.P.(3) | ||
Ordinary Shares | 06/27/2023 | S(1) | 28,533 | D | $17.7765(5) | 4,152,073 | I | Walden Technology Ventures Investments II, L.P.(3) | ||
Ordinary Shares | 06/28/2023 | S(1) | 65,852 | D | $17.741(6) | 4,086,221 | I | Walden Technology Ventures Investments II, L.P.(3) | ||
Ordinary Shares | 06/29/2023 | S(1) | 51,820 | D | $17.6624(5) | 4,034,401 | I | Walden Technology Ventures Investments II, L.P.(3) | ||
Ordinary Shares | 06/30/2023 | S(1) | 53,324 | D | $17.6998(5) | 3,981,077 | I | Walden Technology Ventures Investments II, L.P.(3) | ||
Ordinary Shares | 453,597 | I | Celesta Capital III, L.P.(7) | |||||||
Ordinary Shares | 30,000 | D | ||||||||
Ordinary Shares | 1,011,987 | I | Celesta Capital II, L.P.(8) | |||||||
Ordinary Shares | 133,736 | I | A&E Investment LLC(9) | |||||||
Ordinary Shares | 138,789 | I | Lip-Bu Tan and Ysa Loo Trust(10) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. The sales reported in this Form 4 were effected pursuant to Rule 144. |
2. This transaction was executed in multiple trades at prices ranging from $17.60 to $17.62. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
3. The Reporting Person is the Managing Director of China Walden Venture Investment II G.P., Ltd., which is the general partner of Walden Technology Ventures Investments II, L.P. The Reporting Person disclaims beneficial ownership of these indirectly held shares except to the extent of any pecuniary interest therein. China Walden Venture Investments II, L.P. changed its legal name to Walden Technology Ventures Investments II, L.P. |
4. This transaction was executed in multiple trades at prices ranging from $17.60 to $17.93. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
5. This transaction was executed in multiple trades at prices ranging from $17.60 to $17.87. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
6. This transaction was executed in multiple trades at prices ranging from $17.60 to $18.01. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
7. 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. |
8. 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. Represents restricted stock units that will vest over a period of four years subject to continued employment through each vesting date. |
9. 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. |
10. The Reporting Person is the joint trustee of the Lip-Bu Tan and Ysa Loo Trust Dated 2/3/92. The Reporting Person disclaims beneficial ownership of these indirectly held shares except to the extent of any pecuniary interest therein. |
Remarks: |
/s/ Adam Thorngate-Gottlund, attorney-in-fact | 06/30/2023 | |
** 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. |