| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/08/2024 |
3. Issuer Name and Ticker or Trading Symbol
Silvaco Group, Inc. [ SVCO ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 715,985(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)(12)(13)(14) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| 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. |
| Remarks: |
| /s/ Babak A. Taheri | 05/08/2024 | |
| ** 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 Number. | ||
BABAK A. TAHERI
POWER OF ATTORNEY
FOR SECTION 16 REPORTING PURPOSES
Know all by these presents, that the undersigned hereby constitutes and appoints Thomas Yih, with full power of substitution, as the undersigned's true and lawful attorney-in-fact to:
(1)prepare and execute for and on behalf of the undersigned Forms
3, 4, and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder,
and any other forms or reports the undersigned may be
required to file in connection with the undersigned's
ownership, acquisition, or disposition of securities of
Silvaco Group, Inc. (the “Company”);
(2)do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, or other form or
report, and timely file such form or report with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
report, and timely file such form or report with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3)take any other action of any type whatsoever in connection with the foregoing, which, in the opinion of such attorney-
in-fact, may be of benefit to, in the best interest of, or
legally required by, the undersigned, it being understood
that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of
in-fact, may be of benefit to, in the best interest of, or
legally required by, the undersigned, it being understood
that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do
or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any
intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do
or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any
of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4, and 5
with respect to the undersigned's holdings of and transactions in
with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-
in-fact. The undersigned agrees that such Attorney in Fact herein may rely entirely on information furnished orally or in writing by the undersigned to such Attorney in Fact. The undersigned also agrees to indemnify and hold harmless such Attorney in Fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omission of necessary facts in the information provided by the undersigned to such Attorney in Fact for purposes of executing, acknowledging, delivering, or filing the EDGAR Access Code Application, and agrees to reimburse such Attorney in Fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.
in-fact. The undersigned agrees that such Attorney in Fact herein may rely entirely on information furnished orally or in writing by the undersigned to such Attorney in Fact. The undersigned also agrees to indemnify and hold harmless such Attorney in Fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omission of necessary facts in the information provided by the undersigned to such Attorney in Fact for purposes of executing, acknowledging, delivering, or filing the EDGAR Access Code Application, and agrees to reimburse such Attorney in Fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of July 17, 2023.
/s/ Babak A. Taheri
BABAK A. TAHERI