Sec Form 4/A Filing - TAN LIP BU @ Credo Technology Group Holding Ltd - 2022-12-06

FORM 4/A 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person TAN LIP BU 2. Issuer Name and Ticker or Trading Symbol Credo Technology Group Holding Ltd [ CRDO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 110 RIO ROBLES 3. Date of Earliest Transaction (MM/DD/YY) 12/06/2022 (Street) SAN JOSE, CA95134 4. If Amendment, Date Original Filed (MM/DD/YY) 12/07/2022 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 Ordinary Shares 12/06/2022 S( 1 ) 106,561( 2 ) D $ 14.6053( 3 ) 5,335,810 I Celesta Capital II, L.P.( 4 ) Ordinary Shares 12/06/2022 S( 1 ) 211,505( 2 ) D $ 14.6053( 3 ) 2,024,524 I Celesta Capital III, L.P.( 5 )

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 TAN LIP BU 110 RIO ROBLES SAN JOSE, CA95134 X Signatures /s/ Adam Thorngate-Gottlund, attorney-in-fact 01/06/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sales reported in this Form 4 were effected pursuant to Rule 144. ( 2 )On December 7, 2022, the Reporting Person inadvertently reported that, on December 6, 2022, Celesta Capital II, L.P. sold 115,341 shares and Celesta Capital III, L.P. sold 202,725 shares, which sale transactions were misreported due to an inadvertent administrative error that incorrectly allocated the total number of shares sold by both funds among the individual funds. In fact, on December 6, 2022, Celesta Capital II, L.P. sold 106,561 shares and Celesta Capital III, LP sold 211,505 shares, as reported in this Form 4/A. The aggregate number of shares sold by both of these funds remains unchanged. ( 3 )This transaction was executed in multiple trades at prices ranging from $14.55 to $15.12. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. ( 4 )The Reporting Person is the Managing Director of Celesta Capital GP II, Ltd., which is the general partner of Celesta Capital II, L.P. The Reporting Person disclaims beneficial ownership of these indirectly held shares except to the extent of any pecuniary interest therein. ( 5 )The Reporting Person is the Managing Director of Celesta Capital GP III, LLC, which is the general partner of Celesta Capital III, L.P. The Reporting Person disclaims beneficial ownership of these indirectly held shares except to the extent of any 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).

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.