1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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Restricted Stock Awards vest in three equal annual installments beginning on the first anniversary of the grant date.
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(2)
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Withholding of common stock shares to satisfy tax withholding obligations in connection with the vesting of previously granted awards.
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(3)
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The Compensation Committee certified achievement of pre-established performance goals related to High Value and Data Center NAND delivery and solutions each at 266% of target under the performance-based restricted stock units ("PRSU") with a 3-year performance period previously awarded on October 13, 2021. As reported at grant, the PRSUs could result in a payout (if earned) that varies (starting at 0%) based on actual achievement of the goals, subject to a 200% aggregate limit on the total target shares that may be received under the PRSUs awarded on October 13, 2021. 100% of any shares earned as a result of the achievement of the performance goals measured at the end of year 3 of the performance period as well as certain unvested shares earned as a result of the achievement of performance goals measured at the end of year 2 of the performance period which remained subject to vesting vested upon certification of the achievement of performance goals in year 3 of the performance period.
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(4)
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The Compensation Committee certified achievement of pre-established performance goals related to relative total shareholder return at a level of 108% of target under the performance-based restricted stock units ("PRSU") with a 3-year performance period previously awarded on October 13, 2021. As reported at grant, the PRSUs could result in a payout (if earned) that varies (starting at 0%) based on actual achievement of the goals, subject to a 200% aggregate limit on the total target shares that may be received under the PRSUs awarded on October 13, 2021. 100% of any shares earned as a result of the achievement of the performance goals measured at the end of year 3 of the performance period as well as certain unvested shares earned as a result of the achievement of performance goals measured at the end of year 2 of the performance period which remained subject to vesting vested upon certification of the achievement of performance goals at the end of year 3 of the performance period.
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(5)
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The Compensation Committee certified achievement of pre-established performance goals related to Data Center NAND delivery and solutions at a level of 200% of target under the performance-based restricted stock units ("PRSU") with a 3-year performance period previously awarded on October 13, 2022. As reported at grant, the PRSUs could result in a payout (if earned) that varies (starting at 0%) based on actual achievement of the goals, subject to a 200% aggregate limit on the total target shares that may be received under the PRSUs awarded on October 13, 2022. 50% of the shares earned vested upon certification of the performance and 50% remain subject to vesting until the certification of the achievement of performance goals at the end of year 3 of the performance period.
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(6)
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The Compensation Committee certified achievement of pre-established performance goals related to DRAM revenue at a level of 57% of target under the performance-based restricted stock units ("PRSU") with a 3-year performance period previously awarded on October 13, 2022. As reported at grant, the PRSUs could result in a payout (if earned) that varies (starting at 0%) based on actual achievement of the goals, subject to a 200% aggregate limit on the total target shares that may be received under the PRSUs awarded on October 13, 2022. 50% of the shares earned vested upon certification of the performance and 50% remain subject to vesting until the certification of the achievement of performance goals at the end of year 3 of the performance period.
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(7)
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The Compensation Committee certified achievement of pre-established performance goals related to relative total shareholder return at a level of 108% of target under the performance-based restricted stock units ("PRSU") with a 3-year performance period previously awarded on October 13, 2022. As reported at grant, the PRSUs could result in a payout (if earned) that varies (starting at 0%) based on actual achievement of the goals, subject to a 200% aggregate limit on the total target shares that may be received under the PRSU awarded on October 13, 2022. 50% of the shares earned vested upon certification of the performance and 50% remain subject to vesting until the certification of performance goals at the end of year 3 of the performance period.
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(8)
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Each performance-based restricted stock unit ("PRSU") represents the right to receive, following vesting, a percentage of one share of common stock based upon the achievement of pre-established performance goals over a 3-year period beginning September 3, 2021 and ending August 29, 2024 (subject to a 200% aggregate limit on the total target shares that may be received under the PRSUs awarded on October 13, 2021), and certification of such performance by the Compensation Committee.
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(9)
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Each performance-based restricted stock unit ("PRSU") represents the right to receive, following vesting, a percentage of one share of common stock based upon the achievement of pre-established performance goals over a 3-year performance period beginning September 2, 2022 and ending August 28, 2025 (subject to a 200% aggregate limit on the total target shares that may be received under the PRSUs awarded on October 13, 2022), and certification of such performance by the Compensation Committee.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.