FORM 4
☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *

Rodensky Michael W		 2. Issuer Name and Ticker or Trading Symbol

SEMTECH CORP [ SMTC ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
SVP
(Last)          (First)          (Middle)

200 FLYNN RD.		 3. Date of Earliest Transaction (MM/DD/YYYY)

3/7/2024
(Street)

CAMARILLO, CA 93012		 4. 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
(City)        (State)        (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 3/7/2024  M  8,496 A$0 8,496 D  
Common Stock 3/7/2024  F  3,237 D$23.32 5,259 D  
Common Stock 3/8/2024  M  4,526 A$0 9,785 D  
Common Stock 3/8/2024  F  1,615 D$23.71 8,170 D  
Common Stock 3/9/2024  M  2,582 A$0 10,752 D  
Common Stock 3/9/2024  F  922 D$23.35 9,830 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit  (1)3/7/2024  M     8,496   (2) (2)Common Stock 8,496 $0 16,992 D  
Restricted Stock Unit  (1)3/8/2024  M     4,526   (3) (3)Common Stock 4,526 $0 4,526 D  
Restricted Stock Unit  (1)3/9/2024  M     2,582   (4) (4)Common Stock 2,582 $0 0 D  
Explanation of Responses:
(1) Each stock unit is the economic equivalent of one share of Semtech common stock.
(2) This grant vests in three annual installments beginning on March 7, 2024.
(3) This grant vests in three annual installments beginning on March 8, 2023.
(4) This grant vests in three annual installments beginning on March 9, 2022.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Rodensky Michael W
200 FLYNN RD.
CAMARILLO, CA 93012

SVP
Signatures
/s/Michael W. Rodensky by Mark Lin under Power of Attorney dated October 6, 2023 (Copy On File)3/11/2024
**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 4(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.
POWER OF ATTORNEY The undersigned, Michael W. Rodensky, 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/ Michael W. Rodensky October 6, 2023 Michael W. Rodensky