Sec Form 4 Filing - Dyckerhoff Stefan A @ Astera Labs, Inc. - 2024-03-22

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Dyckerhoff Stefan A
2. Issuer Name and Ticker or Trading Symbol
Astera Labs, Inc. [ ALAB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
755 PAGE MILL ROAD, SUITE A-200
3. Date of Earliest Transaction (MM/DD/YY)
03/22/2024
(Street)
PALO ALTO, CA94304-1005
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/22/2024 C 9,936 A 9,936 I By Limited Partnership (TF) ( 2 )
Common Stock 03/22/2024 C 16,503 A 16,503 I By Trust ( 3 )
Common Stock 03/22/2024 C 16,761,590 A 16,761,590 I By Limited Partnership (SHV) ( 4 )
Common Stock 03/22/2024 C 23,827 A 23,827 I By Irrevocable Trust ( 5 )
Common Stock 03/22/2024 C 179,617 A 179,617 D
Common Stock 03/22/2024 C 210,013 A 210,013 I By SHM Investments, LLC ( 6 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Series A Preferred Stock ( 1 ) 03/22/2024 C 65 ( 1 ) ( 1 ) Common Stock 65 $ 0 0 I By Limited Partnership (TF) ( 2 )
Series A Preferred Stock ( 1 ) 03/22/2024 C 65 ( 1 ) ( 1 ) Common Stock 65 $ 0 0 I By Trust ( 3 )
Series A Preferred Stock ( 1 ) 03/22/2024 C 9,672 ( 1 ) ( 1 ) Common Stock 9,672 $ 0 0 I By Limited Partnership (SHV) ( 4 )
Series B Preferred Stock ( 1 ) 03/22/2024 C 23,827 ( 1 ) ( 1 ) Common Stock 23,827 $ 0 0 I By Irrevocable Trust ( 5 )
Series B Preferred Stock ( 1 ) 03/22/2024 C 1,010 ( 1 ) ( 1 ) Common Stock 1,010 $ 0 0 I By Limited Partnership (TF) ( 2 )
Series B Preferred Stock ( 1 ) 03/22/2024 C 179,617 ( 1 ) ( 1 ) Common Stock 179,617 $ 0 0 D
Series B Preferred Stock ( 1 ) 03/22/2024 C 1,010 ( 1 ) ( 1 ) Common Stock 1,010 $ 0 0 I By Trust ( 3 )
Series B Preferred Stock ( 1 ) 03/22/2024 C 14,957,606 ( 1 ) ( 1 ) Common Stock 14,957,606 $ 0 0 I By Limited Partnership (SHV) ( 4 )
Series B Preferred Stock ( 1 ) 03/22/2024 C 203,445 ( 1 ) ( 1 ) Common Stock 203,445 $ 0 0 I By SHM Investments, LLC ( 6 )
Series C Preferred Stock ( 1 ) 03/22/2024 C 6,568 ( 1 ) ( 1 ) Common Stock 6,568 $ 0 0 I By Trust ( 3 )
Series C Preferred Stock ( 1 ) 03/22/2024 C 478,056 ( 1 ) ( 1 ) Common Stock 478,056 $ 0 0 I By Limited Partnership (SHV) ( 4 )
Series C Preferred Stock ( 1 ) 03/22/2024 C 6,568 ( 1 ) ( 1 ) Common Stock 6,568 $ 0 0 I By SHM Investments, LLC ( 6 )
Series D Preferred Stock ( 1 ) 03/22/2024 C 8,861 ( 1 ) ( 1 ) Common Stock 8,861 $ 0 0 I By Limited Partnership (TF) ( 2 )
Series D Preferred Stock ( 1 ) 03/22/2024 C 8,860 ( 1 ) ( 1 ) Common Stock 8,860 $ 0 0 I By Trust ( 3 )
Series D Preferred Stock ( 1 ) 03/22/2024 C 1,316,256 ( 1 ) ( 1 ) Common Stock 1,316,256 $ 0 0 I By Limited Partnership (SHV) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dyckerhoff Stefan A
755 PAGE MILL ROAD, SUITE A-200
PALO ALTO, CA94304-1005
X X
Signatures
/s/ Kanwalpreet S. Kalra, Attorney-in-Fact 03/22/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock (collectively, the "Preferred Stock") automatically converted into one share of Common Stock on a one-for-one basis, immediately prior to the closing of the Issuer's initial public offering. The shares of Preferred Stock have no expiration date.
( 2 )Shares held by a limited partnership of which the Reporting Person is a trustee of a trust which is the general partner. The Reporting Person disclaims beneficial ownership in these shares except as to the Reporting Person's pecuniary interest therein.
( 3 )Shares held by a trust of which the Reporting Person is a Trustee. The Reporting Person disclaims beneficial ownership in these shares except as to the Reporting Person's pecuniary interest therein.
( 4 )Shares held by Sutter Hill Ventures, a California Limited Partnership ("SHV"). The Reporting Person is a managing director and member of the management committee of the general partner of SHV. The Reporting Person disclaims beneficial ownership in these sharesexcept as to the Reporting Person's pecuniary interest therein.
( 5 )Shares held by an irrevocable trust of which the Reporting Person is a Trustee. The Reporting Person disclaims beneficial ownership in these shares except as to the Reporting Person's pecuniary interest therein.
( 6 )Shares held by SHM Investments, LLC ("SHMI"). The Reporting Person is a managing member of SHMI. The Reporting Person disclaims beneficial ownership in these shares except as to the Reporting Person's pecuniary interest therein.

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).

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