Sec Form 4 Filing - Cheng Chi Fung @ Credo Technology Group Holding Ltd - 2023-06-06

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 Cheng Chi Fung 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 X __ Officer (give title below) _____ Other (specify below) Chief Technology Officer (Last) (First) (Middle) 110 RIO ROBLES 3. Date of Earliest Transaction (MM/DD/YY) 06/06/2023 (Street) SAN JOSE, CA95134 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 Ordinary Shares 06/06/2023 G( 1 ) 11,188,602 ( 2 ) D $ 0 160,950 D Ordinary Shares 06/06/2023 G( 1 ) 11,188,602 A $ 0 11,188,602 I Cheng Huang Family Trust Ordinary Shares 360,000 I By Family Member ( 3 )

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 Cheng Chi Fung 110 RIO ROBLES SAN JOSE, CA95134 X Chief Technology Officer Signatures /s/ Adam Thorngate-Gottlund, attorney-in-fact 06/08/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On June 6, 2023, the Reporting Person contributed 11,188,602 ordinary shares to The Cheng Huang Family Trust of which the Reporting Person and his spouse are trustees and the Reporting Person, his spouse and their children are beneficiaries. The Reporting Person continues to report beneficial ownership of all of the ordinary shares held by the trust but disclaims beneficial ownership except to the extent of his and his spouse?s pecuniary interest therein. ( 2 )On previous Form 4 filings, the Reporting Person inadvertently reported incorrect numbers of securities beneficially owned in Column 5, which numbers were misreported due to an inadvertent administrative error that incorrectly calculated the actual amount of securities beneficially owned following reported transactions. In fact, the amount of securities the Reporting Person directly beneficially owned immediately prior to the transactions reported in this Form 4 was 11,349,552 ordinary shares. ( 3 )Represents ordinary shares held by the Reporting Person's mother-in-law. The Reporting Person's spouse has investment control over ordinary shares held by the Reporting Person's mother-in-law. 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).

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