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

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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^*

Poppen Joel L

(Last)

(First)

(Middle)

8000 S. FEDERAL WAY

MS 1-507

(Street)

BOISE

83716

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MICRON TECHNOLOGY INC [ MU ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/16/2020

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	10/16/2020		A		28,879⁽¹⁾	A	$0	303,064	D
Common Stock	10/16/2020		F		4,808⁽²⁾	D	$51.94	298,256	D
Common Stock	10/16/2020		M		12,470⁽³⁾	A	$0	310,726	D
Common Stock	10/16/2020		M		13,510⁽⁴⁾	A	$0	324,236	D
Common Stock	10/16/2020		F		12,105⁽⁵⁾	D	$51.94	312,131	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)
Performance Restricted Stock Unit	$0	10/16/2020		A		12,201		⁽⁶⁾	⁽⁶⁾	Common Stock	12,201⁽⁶⁾	$0	12,201	D
Performance Restricted Stock Unit	$0	10/16/2020		A		14,440		⁽⁷⁾	⁽⁷⁾	Common Stock	14,440⁽⁷⁾	$0	14,440	D
Performance Restricted Stock Unit	$0	10/16/2020		M			10,364	⁽⁸⁾	⁽⁸⁾	Common Stock	12,470⁽³⁾	$0	0	D
Performance Restricted Stock Unit	$0	10/16/2020		M			6,865	⁽⁹⁾	⁽⁹⁾	Common Stock	13,510⁽⁴⁾	$0	9,743	D
Performance Restricted Stock Units	$0	10/16/2020		F			406	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	406⁽¹²⁾	$0	9,280	D
Performance Restricted Stock Units	$0	10/16/2020		F			38	⁽¹¹⁾	⁽¹¹⁾	Common Stock	38⁽¹²⁾	$0	7,675	D

Explanation of Responses:

1. Restricted Stock Awards vest in 33 1/3% increments annually on the anniversary of the grant.

2. Withholding of shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock awarded under the Issuer's 2004 Equity Incentive Plan.

3. The Compensation Committee certified achievement of the pre-established performance goals at a level resulting in a vest of 105% of target shares. As reported at grant, the performance-based restricted stock unit could result in a payout of 0% to 200% based on actual achievement of the goals.

4. The Compensation Committee certified achievement of the pre-established performance goals at a level resulting in a vest of 178% of target shares. As reported at grant, the performance-based restricted stock unit could result in a payout of 0% to 200% based on actual achievement of the goals.

5. Withholding of shares of common stock to satisfy tax withholding obligations in connection with the vesting of performance restricted stock units awarded under the Issuer's 2004 Equity Incentive Plan.

6. Each performance-based restricted stock unit represents the right to receive, following vesting, between 0% and 150% of one share of common stock based upon the achievement of pre-established performance metrics related to relative total shareholder return over a 3-year period beginning September 3, 2020 and ending on August 31, 2023, and certification of such performance by the Compensation Committee following the conclusion of the performance period.

7. Each performance-based restricted stock unit represents the right to receive, following vesting, between 0% and 200% of one share of common stock based upon the achievement of pre-established performance metrics related to NAND delivery and solutions over a 3-year period beginning September 3, 2020 and ending on August 31, 2023, and certification of such performance by the Compensation Committee following the conclusion of the performance period.

8. Each performance-based restricted stock unit represents the right to receive, following vesting, between 0% and 200% of one share of common stock based upon the achievement of pre-established performance metrics related to DRAM, NAND and PE Ratio over a 3-year performance period beginning August 31, 2017 and ending on September 3, 2020, and certification of such performance by the Compensation Committee following the conclusion of the performance period.

9. Each performance-based restricted stock unit represents the right to receive, following vesting, between 0% and 200% of one share of common stock based upon the achievement of pre-established performance metrics related to NAND, PE Ratio and FCF over a 3-year performance period beginning August 31, 2018 and ending on September 2, 2021, and certification of such performance by the Compensation Committee following the conclusion of the performance period.

10. Each performance-based restricted stock unit represents the right to receive, following vesting, between 0% and 200% of one share of common stock based upon the achievement of pre-established performance metrics related to NAND over a 3-year performance period beginning August 29, 2019 and ending on September 1, 2022, and certification of such performance by the Compensation Committee following the conclusion of the performance period. Remaining performance-based restricted stock units subject to this award will vest on October 16, 2021.

11. Each performance-based restricted stock unit represents the right to receive, following vesting, between 0% and 150% of one share of common stock based upon the achievement of pre-established performance metrics related to relative total shareholder return over a 3-year performance period beginning August 29, 2019 and ending on September 1, 2021, and certification of such performance by the Compensation Committee following the conclusion of the performance period.

12. Performance-based restricted stock units withheld for employment tax (and related income tax) obligations upon a portion of the grant being earned by (but not yet payable to) the reporting person. Additional shares remain unvested.

	Greg Osborn, Attorney-in-fact	10/20/2020
	** Signature of Reporting Person	Date
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