Sec Form 4 Filing - Shahar Shai @ FORMFACTOR INC - 2022-07-19

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
Shahar Shai
2. Issuer Name and Ticker or Trading Symbol
FORMFACTOR INC [ FORM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CFO, SVP Global Finance
(Last) (First) (Middle)
7005 SOUTHFRONT RD.
3. Date of Earliest Transaction (MM/DD/YY)
07/19/2022
(Street)
LIVERMORE, CA94551
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 07/19/2022 M 48,401( 1 )( 2 ) A $ 0 93,058 D
Common Stock 07/19/2022 F 21,783( 3 ) D $ 38.87 71,275 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 (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
Performance Shares $ 0 07/19/2022 A 48,401 ( 1 ) ( 4 ) Common Stock 48,401 $ 0 48,401 D
Performance Shares $ 0 07/19/2022 M 48,401 ( 1 ) ( 4 ) Common Stock 48,401 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Shahar Shai
7005 SOUTHFRONT RD.
LIVERMORE, CA94551
CFO, SVP Global Finance
Signatures
Stan Finkelstein, attorney-in-fact for Shai Shahar 07/21/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Performance-based RSUs will become vested as to 100% of the total number of PRSUs earned based on results of the performance goal July 1, 2019 - June 30, 2022 on the date the Performance conditions are determined to be satisfied.
( 2 )The Performance-Based Restricted Stock Units released were settled in shares of common stock and were immediately cancelled upon settlement.
( 3 )Represents the number of shares withheld upon vesting of performance restricted stock units to cover tax withholding obligations.
( 4 )If the reporting person's employment is terminated for any reason before an applicable Vesting Date, all Performance-Based Restricted Stock Units that have not yet vested shall be forfeited without consideration, except as provided in the change of control severance agreement and any other agreements regarding equity vesting and exercisability between the reporting person and Issuer, which agreements or form agreements are filed with the SEC.

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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