FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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 Person *

Sherazi Imran
2. Date of Event Requiring Statement (MM/DD/YYYY)
6/10/2024 

3. Issuer Name and Ticker or Trading Symbol

SEMTECH CORP [SMTC]
(Last)        (First)        (Middle)

200 FLYNN RD
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
SVP and GM /
(Street)

CAMARILLO, CA 93012      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

6. Individual or Joint/Group Filing(Check Applicable Line)

_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
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(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
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Option (right to buy) 11/16/2023 (1)11/16/2028 Common Stock 2,978  $29.3 D  
Restricted Stock Unit  (2) (2)Common Stock 1,325  (3)D  
Restricted Stock Unit  (4) (4)Common Stock 2,000  (3)D  
Restricted Stock Unit  (5) (5)Common Stock 1,675  (3)D  
Restricted Stock Unit  (6) (6)Common Stock 18,903  (3)D  
Restricted Stock Unit  (7) (7)Common Stock 33,931  (3)D  

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
Director10% OwnerOfficerOther
Sherazi Imran
200 FLYNN RD
CAMARILLO, CA 93012


SVP and GM

Signatures
/s/Imran Sherazi by Mark Lin under Power of Attorney dated June 12, 2024 (Copy on File)6/25/2024
**Signature of Reporting PersonDate


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.
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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