0000088941-24-000086 3 3 20240610 20240625 20240625 Sherazi Imran 0002028235 3 34 001-06395 241070262 200 FLYNN RD CAMARILLO CA 93012 SEMTECH CORP 0000088941 3674 04 Manufacturing 952119684 DE 0126 200 FLYNN ROAD CAMARILLO CA 93012-8790 8054982111 200 FLYNN ROAD CAMARILLO CA 93012-8790 3 1 wk-form3_1719357629.xml FORM 3 FORM 3 OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB Number: Washington, D.C. 20549 3235-0104 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF Estimated SECURITIES average burden hours per response... 0.5 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 1. Name and Address of Reporting 2. Date of Event 3. Issuer Name and Ticker or Trading Person * Requiring Symbol Sherazi Imran Statement SEMTECH CORP [SMTC] (MM/DD/YYYY) 6/10/2024 (Last) (First) (Middle) 4. Relationship of Reporting Person(s) to Issuer (Check 200 FLYNN RD all applicable) _____ Director _____ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) SVP and GM / (Street) 5. If Amendment, 6. Individual or Joint/Group CAMARILLO, CA 93012 Date Original Filing(Check Applicable Line) (City) (State) (Zip) Filed(MM/DD/YYYY) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person Table I - Non-Derivative Securities Beneficially Owned 1.Title of Security 2. Amount of 3. 4. Nature of Indirect (Instr. 4) Securities Ownership Beneficial Ownership Beneficially Form: (Instr. 5) Owned Direct (Instr. 4) (D) or Indirect (I) (Instr. 5) Common Stock 4,997 D Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivate Security 2. Date Exercisable and Expiration 3. Title and 4. 5. 6. Nature of (Instr. 4) Date Amount of Conversion Ownership Indirect (MM/DD/YYYY) Securities or Form of Beneficial Underlying Exercise Derivative Ownership Derivative Price of Security: (Instr. 5) Security Derivative Direct (D) (Instr. 4) Security or Indirect (I) Date Exercisable Expiration Title Amount (Instr. 5) Date or Number of Shares Option (right to buy) 11/16/2023 (1) 11/16/2028 Common 2,978 $29.3 D Stock Restricted Stock Unit (2) (2) Common 1,325 (3) D Stock Restricted Stock Unit (4) (4) Common 2,000 (3) D Stock Restricted Stock Unit (5) (5) Common 1,675 (3) D Stock Restricted Stock Unit (6) (6) Common 18,903 (3) D Stock Restricted Stock Unit (7) (7) Common 33,931 (3) D Stock Explanation of Responses: (1) This grant vests in three annual installments beginning on November 16, 2023. (2) This grant vests in four annual installments beginning on August 19, 2021. (3) Each stock unit is the economic equivalent of one share of Semtech common stock. (4) This grant vests in four annual installments beginning on August 25, 2022. (5) This grant vests in four annual installments beginning on November 16, 2023. (6) This grant vests in three annual installments beginning on November 15, 2024. (7) This grant vests in one annual installment on March 5, 2025. Remarks: The Board of Directors determined that Mr. Sherazi is subject to Section 16 as of June 10, 2024. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sherazi Imran 200 FLYNN RD SVP and GM CAMARILLO, CA 93012 Signatures /s/Imran Sherazi by Mark Lin under Power of Attorney dated June 6/25/2024 12, 2024 (Copy on File) ** Signature of Reporting Person Date 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 5(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 control number. EX-24 2 powerofattorney-sherazix.htm EX-24 [[Image Removed]] POWER OF ATTORNEY The undersigned, Imran Sherazi, hereby constitutes and appoints Jeffrey Gutierrez and Mark Lin and each of them, jointly and severally, their lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for them and in their name, place and stead, in any and all capacities, to execute and file with the Securities and Exchange Commission and any stock exchange or similar authority (or any other governmental or regulatory authority) Forms ID, 3, 4 and 5 under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”) and the rules thereunder, or any other appropriate form, and all amendments thereto with all exhibits and any and all documents required to be filed with respect thereto, relating to their holdings or beneficial ownership of securities issued by Semtech Corporation, a corporation organized under the laws of the State of Delaware (the "Corporation"), granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or his or her substitute or substitutes, may do or lawfully cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact and agents, solely by virtue of serving in such capacity at the request of the undersigned, are not assuming, nor is the Corporation assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms ID, 3, 4 and 5 with respect to the undersigned’s holdings or beneficial ownership of and transactions in securities issued by the Corporation, unless earlier revoked by the undersigned in a writing delivered to the foregoing attorneys-in- fact. /s/ Imran Sherazi June 12, 2024 Imran Sherazi --------------------------------------------------------------------------------