Ownership Submission
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FORM 4
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Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Dyckerhoff Stefan A
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2. Issuer Name and Ticker or Trading Symbol
Astera Labs, Inc. [ALAB]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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(Last)
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(First)
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(Middle)
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755 PAGE MILL ROAD, SUITE A-200
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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PALO ALTO
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CA
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94304-1005
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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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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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Dyckerhoff Stefan A
755 PAGE MILL ROAD, SUITE A-200
PALO ALTO, CA94304-1005
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Signatures
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/s/ Kanwalpreet S. Kalra, Attorney-in-Fact
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2024-10-02
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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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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Represents gift of limited partnership interests in a limited partnership to another limited partner.
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(2)
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Shares held by a limited partnership of which the Reporting Person is a trustee of a trust which is the general partner. The Reporting Person disclaims beneficial ownership in these shares except as to the Reporting Person's pecuniary interest therein.
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(3)
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Shares held by SHM Investments, LLC ("SHMI"). The Reporting Person is a managing member of SHMI. The Reporting Person disclaims beneficial ownership in these shares except as to the Reporting Person's pecuniary interest therein.
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(4)
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The shares held by the Reporting Person prior to the transactions reported herein reflect the receipt of shares pursuant to the pro rata distribution in kind, effected by Sutter Hill Ventures, a California Limited Partnership ("SHV") to its general partner and limited partners for no additional consideration, and the further pro rata distribution in kind by the general partner of SHV, for no additional consideration to its members, including a trust of which the Reporting Person is a Trustee. The receipt of such shares by the trust constituted a change in form of ownership, which was exempt from reporting pursuant to Rule 16a-13.
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(5)
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Shares held by a trust of which the Reporting Person is a Trustee. The Reporting Person disclaims beneficial ownership in these shares except as to the Reporting Person's pecuniary interest therein.
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(6)
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Shares held by an irrevocable trust of which the Reporting Person is a Trustee. The Reporting Person disclaims beneficial ownership in these shares except as to the Reporting Person's pecuniary interest therein.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
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