EVP and CFO Lin Mark covered exercise/tax liability with 1,560 shares, sold $70,713 worth of shares (971 units at $72.83) and converted options into 3,164 shares, increasing direct ownership by 4% to 17,844 units (SEC Form 4)
$SMTC
Semiconductors
Technology
| 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). | |||||||||||||||||
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SEMTECH CORP [ SMTC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/01/2025 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 10/01/2025 | M | 3,164 | A | $0 | 20,375 | D | |||
| Common Stock | 10/01/2025 | F | 1,560 | D | $71.45 | 18,815 | D | |||
| Common Stock | 10/03/2025 | S | 386 | D | $72.0734(1) | 18,429 | D | |||
| Common Stock | 10/03/2025 | S | 536 | D | $73.2663(2) | 17,893 | D | |||
| Common Stock | 10/03/2025 | S | 49 | D | $73.9214(3) | 17,844 | D | |||
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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 | ||||||||
| Restricted Stock Unit | (4) | 10/01/2025 | M | 3,164 | (5) | (5) | Common Stock | 3,164 | $0 | 12,657 | D | ||||
| Explanation of Responses: |
| 1. The price represents the weighted average of these sales. The prices ranged from $71.695 to $72.675. Price and share details are available upon request. |
| 2. The price represents the weighted average of these sales. The prices ranged from $72.845 to $73.79. Price and share details are available upon request. |
| 3. The price represents the weighted average of these sales. The prices ranged from $73.92 to $73.99. Price and share details are available upon request. |
| 4. Each stock unit represents the contingent right to receive one share of Semtech common stock. |
| 5. One third of this grant vests on October 2, 2024 and the remainder of this grant vests in eight quarterly installments beginning on January 2, 2025. |
| Remarks: |
| /s/Mark Lin by Jeffrey Gutierrez under Power of Attorney dated October 6, 2023 (Copy On File) | 10/03/2025 | |
| ** 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. | ||