Sec Form 3 Filing - Mazzara Philip @ Astera Labs, Inc. - 2024-03-19

FORM 3 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 Mazzara Philip 2. Issuer Name and Ticker or Trading Symbol Astera Labs, Inc. [ ALAB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) General Counsel and Secretary (Last) (First) (Middle) C/O ASTERA LABS, INC., 2901 TASMAN DRIVE, SUITE 205 3. Date of Earliest Transaction (MM/DD/YY) 03/19/2024 (Street) SANTA CLARA, CA95054 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 362,721 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mazzara Philip C/O ASTERA LABS, INC. 2901 TASMAN DRIVE, SUITE 205 SANTA CLARA, CA95054 General Counsel and Secretary Signatures /s/ Philip Mazzara, Attorney-in-Fact 03/19/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes an award of 30,973 restricted stock units ("RSUs") granted on August 23, 2022 under the Astera Labs, Inc. Amended and Restated 2018 Equity Incentive Plan ("2018 Plan"), of which 19,358 RSUs are currently unvested. Such award vests upon satisfaction of both (i) a time-based condition, which provides that the RSUs shall vest as to 25% on August 15, 2023 and the remaining RSUs shall vest in 36 equal monthly installments thereafter, and (ii) a performance-based condition, which is satisfied upon the occurrence of a change in control of the Issuer or the consummation of an initial public offering of the Issuer's equity securities, subject to the Reporting Person's continuous service relationship with the Issuer through each applicable vesting date. ( 2 )Includes an award of 44,248 RSUs granted on August 9, 2023 under the 2018 Plan, all of which RSUs are currently unvested. Such award vests upon satisfaction of both (i) a time-based condition, which provides that the RSUs shall vest as to 25% on August 15, 2024 and the remaining RSUs shall vest in 36 equal monthly installments thereafter, and (ii) a performance-based condition, which is satisfied upon the occurrence of a change in control of the Issuer or the consummation of an initial public offering of the Issuer's equity securities, subject to the Reporting Person's continuous service relationship with the Issuer through each applicable vesting date. ( 3 )Includes an award of 37,500 RSUs granted on January 24, 2024 under the 2018 Plan, all of which RSUs are currently unvested. Such award vests upon satisfaction of both (i) a time-based condition, which provides that the RSUs shall vest as to 25% on February 15, 2025 and the remaining RSUs shall vest in 12 equal quarterly installments thereafter, and (ii) a performance-based condition, which is satisfied upon the occurrence of a change in control of the Issuer or the consummation of an initial public offering of the Issuer's equity securities, subject to the Reporting Person's continuous service relationship with the Issuer through each applicable vesting date. ( 4 )Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. ( 5 )Includes 250,000 shares which were acquired pursuant to the exercise of an Issuer stock option with early exercise provisions, of which 119,792 shares are currently unvested and subject to a right of repurchase by the Issuer. The shares subject to such stock option vest as to 25% on February 9, 2023 and the remaining shares subject to the stock option vest in 36 equal monthly installments thereafter, subject to the Reporting Person's continuous service relationship with the Issuer through each applicable vesting date. The stock option was granted on March 11, 2022.

Remarks: Exhibit 24 - Power of Attorney

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).

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