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^*

Hancock Mark Steven

(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)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See Remarks

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	1,500⁽¹⁾⁽²⁾⁽³⁾	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 500 RSUs granted on May 24, 2021, with a vesting start date of January 1, 2021, 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. Upon the closing of the IPO, the time-based vesting requirement will be satisfied with respect to 406 shares. The remaining shares will satisfy the time-based vesting requirement in equal quarterly installments from July 1, 2024 to January 1, 2025.

3. Includes an award of 1,000 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, the time-based vesting requirement will be satisfied with respect to 562 shares. The remaining shares will satisfy the time-based vesting requirement in equal quarterly installments from July 1,2024 to January 1, 2026.

Remarks:

The reporting person is the trustee of the SMIK Grantor Retained Annuity Trust (the "Trust"), a 10% owner of the Issuer, and has sole voting and dispositive power over the securities held by the Trust. The reporting person, however, is not a beneficiary of the Trust and does not have a pecuniary interest in the securities held by the Trust. The reporting person disclaims beneficial ownership of the securities held by the Trust, 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 the securities held by the Trust for purposes of Section 16 or for any other purpose. Exhibit 24 - Power of Attorney

	/s/ Mark Steven Hancock	05/09/2024
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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