SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Taheri Babak A.

(Last)

(First)

(Middle)

C/O SILVACO GROUP, INC.

4701 PATRICK HENRY DRIVE, BUILDING #23

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/08/2024

3. Issuer Name and Ticker or Trading Symbol
Silvaco Group, Inc. [ SVCO ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	715,985⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. 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").

2. Includes an award of 50,000 RSUs granted on October 1, 2018, with a vesting start date of October 1, 2018, 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. The time-based vesting requirement was satisfied with respect to all 50,000 RSUs as of October 1, 2022.

3. Includes an award of 10,000 RSUs granted on August 1, 2019, with a vesting start date of August 1, 2019, under 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. The time-based vesting requirement was satisfied on the grant date.

4. Includes an award of 25,000 RSUs granted on August 12, 2020, with a vesting start date of January 1, 2020, under 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. The time-based vesting requirement was satisfied with respect to all 25,000 shares as of January 1, 2024.

5. Includes an award of 10,000 RSUs granted on August 18, 2020, with a vesting start date of August 18, 2020, under 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. The time-based vesting requirement was satisfied on the grant date.

6. Includes an award of 7,500 RSUs granted on January 8, 2021, with a vesting start date of January 8, 2021, under 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. The time-based vesting requirement was satisfied on the grant date.

7. Includes an award of 7,500 RSUs granted on February 3, 2021, with a vesting start date of February 3, 2021, under 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. The time-based vesting requirement was satisfied on the grant date.

8. Includes an award of 40,000 RSUs granted on May 24, 2021, with a vesting start date of January 1, 2021, under 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 will be satisfied with respect to 36,250 shares. The remaining 3,750 shares

9. [continued from footnote 8] will satisfy the time-based vesting requirement in equal quarterly installments from July 1, 2024 to January 1, 2025, subject to the reporting person's continuous service through each applicable vesting date.

10. Includes an award of 62,500 RSUs granted on April 22, 2022, with a vesting start date of January 1, 2022, under 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. 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 48,828 shares. The remaining 13,672 shares will satisfy the time-based vesting requirement in equal quarterly installments from July 1, 2024 to January 1, 2026, subject to the reporting person's continuous service through each applicable vesting date.

11. Includes an award of 7,500 RSUs granted on May 25, 2022, with a vesting start date of May 25, 2022, under 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. The time-based vesting requirement was satisfied on the grant date.

12. Includes an award of 72,985 RSUs granted on January 26, 2023, with a vesting start date of January 1, 2023, under 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. 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 47,896 shares. The remaining 25,089 shares will satisfy the time-based vesting requirement in equal quarterly installments from July 1, 2024 to January 1, 2026, subject to the reporting person's continuous service through each applicable vesting date.

13. Includes an award of 73,000 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. The liquidity event vesting requirement will be met upon the consummation of the IPO. 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 36,500 shares. Of the remaining 36,500 shares, 18,250 shares will satisfy the time-based vesting requirement on January 1, 2025 and 18,250 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.

14. Includes an award of 350,000 RSUs granted on February 20, 2024 under the 2014 Plan that are subject to time-based vesting requirements and the completion of the IPO by December 31, 2024. The time-based vesting requirement will be satisfied with respect to (i) 175,000 shares on the business day after the closing of the IPO and (ii) 175,000 shares over a two-year period following the IPO, with 87,500 shares satisfying such requirement on the one-year anniversary of the closing of the IPO and 87,500 shares satisfying the requirement in equal installments during the next four quarters following the one-year anniversary of the closing of the IPO, subject to the reporting person's continuous service through each applicable vesting date.

Remarks:

	/s/ Babak A. Taheri	05/08/2024
	** 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 5 (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).
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