Sec Form 4 Filing - Dyckerhoff Stefan A @ Astera Labs, Inc. - 2024-09-30

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Dyckerhoff Stefan A
2. Issuer Name and Ticker or Trading Symbol
Astera Labs, Inc. [ ALAB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
755 PAGE MILL ROAD, SUITE A-200
3. Date of Earliest Transaction (MM/DD/YY)
09/30/2024
(Street)
PALO ALTO, CA94304-1005
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 09/30/2024 G( 1 ) 0 D $ 0 9,936 I By Limited Partnership (TF) ( 2 )
Common Stock 210,012 I By SHM Investments, LLC ( 3 )
Common Stock 446,879 ( 4 ) I By Trust ( 5 )
Common Stock 23,827 I By Irrevocable Trust ( 6 )
Common Stock 179,617 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 Dat e
(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 Name / Address Relationships
Director 10% Owner Officer Other
Dyckerhoff Stefan A
755 PAGE MILL ROAD, SUITE A-200
PALO ALTO, CA94304-1005
X
Signatures
/s/ Kanwalpreet S. Kalra, Attorney-in-Fact 10/02/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents gift of limited partnership interests in a limited partnership to another limited partner.
( 2 )Shares held by a limited partnership of which the Reporting Person is a trustee of a trust which is the general partner. The Reporting Person disclaims beneficial ownership in these shares except as to the Reporting Person's pecuniary interest therein.
( 3 )Shares held by SHM Investments, LLC ("SHMI"). The Reporting Person is a managing member of SHMI. The Reporting Person disclaims beneficial ownership in these shares except as to the Reporting Person's pecuniary interest therein.
( 4 )The shares held by the Reporting Person prior to the transactions reported herein reflect the receipt of shares pursuant to the pro rata distribution in kind, effected by Sutter Hill Ventures, a California Limited Partnership ("SHV") to its general partner and limited partners for no additional consideration, and the further pro rata distribution in kind by the general partner of SHV, for no additional consideration to its members, including a trust of which the Reporting Person is a Trustee. The receipt of such shares by the trust constituted a change in form of ownership, which was exempt from reporting pursuant to Rule 16a-13.
( 5 )Shares held by a trust of which the Reporting Person is a Trustee. The Reporting Person disclaims beneficial ownership in these shares except as to the Reporting Person's pecuniary interest therein.
( 6 )Shares held by an irrevocable trust of which the Reporting Person is a Trustee. The Reporting Person disclaims beneficial ownership in these shares except as to the Reporting Person's pecuniary interest therein.

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).

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