Sec Form 3 Filing - Taheri Babak A. @ Silvaco Group, Inc. - 2024-05-08

Insider filing report for Changes in Beneficial Ownership
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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
Taheri Babak A.
2. Issuer Name and Ticker or Trading Symbol
Silvaco Group, Inc. [ SVCO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O SILVACO GROUP, INC., 4701 PATRICK HENRY DRIVE, BUILDING #23
3. Date of Earliest Transaction (MM/DD/YY)
05/08/2024
(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 715,985 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) ( 11 ) ( 12 ) ( 13 ) ( 14 ) 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 Na me / Address Relationships
Director 10% Owner Officer Other
Taheri Babak A.
C/O SILVACO GROUP, INC.
4701 PATRICK HENRY DRIVE, BUILDING #23
SANTA CLARA, CA95054
X Chief Executive Officer
Signatures
/s/ Babak A. Taheri 05/08/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit ("RSUs") represents a contingent right to receive one share of Silvaco Group, Inc. common stock. The amount of securities reported on this Form 3 has been adjusted to reflect a 1-for-2 reverse stock split, which became effective with the State of Delaware on April 29, 2024 in connection with the Issuer's initial public offering (the "IPO").
( 2 )Includes an award of 50,000 RSUs granted on October 1, 2018, with a vesting start date of October 1, 2018, under the Silvaco Group, Inc. Amended and Restated 2014 Stock Incentive Plan (the "2014 Plan") that are subject to both a time-based vesting requirement and a liquidity event vesting requirement. The liquidity event vesting requirement will be met upon the consummation of the IPO. The time-based vesting requirement was satisfied with respect to all 50,000 RSUs as of October 1, 2022.
( 3 )Includes an award of 10,000 RSUs granted on August 1, 2019, with a vesting start date of August 1, 2019, under the 2014 Plan that are subject to both a time-based vesting requirement and a liquidity event vesting requirement. The liquidity event vesting requirement will be met upon the consummation of the IPO. The time-based vesting requirement was satisfied on the grant date.
( 4 )Includes an award of 25,000 RSUs granted on August 12, 2020, with a vesting start date of January 1, 2020, under the 2014 Plan that are subject to both a time-based vesting requirement and a liquidity event vesting requirement. The liquidity event vesting requirement will be met upon the consummation of the IPO. The time-based vesting requirement was satisfied with respect to all 25,000 shares as of January 1, 2024.
( 5 )Includes an award of 10,000 RSUs granted on August 18, 2020, with a vesting start date of August 18, 2020, under the 2014 Plan that are subject to both a time-based vesting requirement and a liquidity event vesting requirement. The liquidity event vesting requirement will be met upon the consummation of the IPO. The time-based vesting requirement was satisfied on the grant date.
( 6 )Includes an award of 7,500 RSUs granted on January 8, 2021, with a vesting start date of January 8, 2021, under the 2014 Plan that are subject to both a time-based vesting requirement and a liquidity event vesting requirement. The liquidity event vesting requirement will be met upon the consummation of the IPO. The time-based vesting requirement was satisfied on the grant date.
( 7 )Includes an award of 7,500 RSUs granted on February 3, 2021, with a vesting start date of February 3, 2021, under the 2014 Plan that are subject to both a time-based vesting requirement and a liquidity event vesting requirement. The liquidity event vesting requirement will be met upon the consummation of the IPO. The time-based vesting requirement was satisfied on the grant date.
( 8 )Includes an award of 40,000 RSUs granted on May 24, 2021, with a vesting start date of January 1, 2021, under the 2014 Plan that are subject to both a time-based vesting requirement and a liquidity event vesting requirement. The liquidity event vesting requirement will be met upon the consummation of the IPO. Pursuant to the Silvaco Group, Inc. Executive Severance Plan, upon the closing of the IPO the reporting person, as a named executive officer, will be entitled to accelerate the satisfaction of the time-based vesting requirement with respect to 50% of the unvested portion of the reporting person's RSUs outstanding as of the closing of the IPO, subject to the reporting person's continuous service through such date (the "Time-Based Vesting Requirement Acceleration"). Upon the closing of the IPO and in accordance with the Time-Based Vesting Requirement Acceleration, the time-based vesting requirement will be satisfied with respect to 36,250 shares. The remaining 3,750 shares
( 9 )[continued from footnote 8] will satisfy the time-based vesting requirement in equal quarterly installments from July 1, 2024 to January 1, 2025, subject to the reporting person's continuous service through each applicable vesting date.
( 10 )Includes an award of 62,500 RSUs granted on April 22, 2022, with a vesting start date of January 1, 2022, under the 2014 Plan that are subject to both a time-based vesting requirement and a liquidity event vesting requirement. The liquidity event vesting requirement will be met upon the consummation of the IPO. Upon the closing of the IPO and in accordance with the Time-Based Vesting Requirement Acceleration, the time-based vesting requirement will be satisfied with respect to 48,828 shares. The remaining 13,672 shares will satisfy the time-based vesting requirement in equal quarterly installments from July 1, 2024 to January 1, 2026, subject to the reporting person's continuous service through each applicable vesting date.
( 11 )Includes an award of 7,500 RSUs granted on May 25, 2022, with a vesting start date of May 25, 2022, under the 2014 Plan that are subject to both a time-based vesting requirement and a liquidity event vesting requirement. The liquidity event vesting requirement will be met upon the consummation of the IPO. The time-based vesting requirement was satisfied on the grant date.
( 12 )Includes an award of 72,985 RSUs granted on January 26, 2023, with a vesting start date of January 1, 2023, under the 2014 Plan that are subject to both a time-based vesting requirement and a liquidity event vesting requirement. The liquidity event vesting requirement will be met upon the consummation of the IPO. Upon the closing of the IPO and in accordance with the Time-Based Vesting Requirement Acceleration, the time-based vesting requirement will be satisfied with respect to 47,896 shares. The remaining 25,089 shares will satisfy the time-based vesting requirement in equal quarterly installments from July 1, 2024 to January 1, 2026, subject to the reporting person's continuous service through each applicable vesting date.
( 13 )Includes an award of 73,000 RSUs granted on January 29, 2024, with a vesting start date of January 1, 2024, under the 2014 Plan that are subject to both a time-based vesting requirement and a liquidity event vesting requirement. The liquidity event vesting requirement will be met upon the consummation of the IPO. Upon the closing of the IPO and in accordance with the Time-Based Vesting Requirement Acceleration, the time-based vesting requirement will be satisfied with respect to 36,500 shares. Of the remaining 36,500 shares, 18,250 shares will satisfy the time-based vesting requirement on January 1, 2025 and 18,250 shares will satisfy the time-based vesting requirement in equal quarterly installments from April 1, 2025 to January 1, 2026, in each case subject to the reporting person's continuous service through each applicable vesting date.
( 14 )Includes an award of 350,000 RSUs granted on February 20, 2024 under the 2014 Plan that are subject to time-based vesting requirements and the completion of the IPO by December 31, 2024. The time-based vesting requirement will be satisfied with respect to (i) 175,000 shares on the business day after the closing of the IPO and (ii) 175,000 shares over a two-year period following the IPO, with 87,500 shares satisfying such requirement on the one-year anniversary of the closing of the IPO and 87,500 shares satisfying the requirement in equal installments during the next four quarters following the one-year anniversary of the closing of the IPO, subject to the reporting person's continuous service through each applicable vesting date.

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