Sec Form 3 Filing - Hancock Mark Steven @ Silvaco Group, Inc. - 2024-05-08

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Hancock Mark Steven
2. Issuer Name and Ticker or Trading Symbol
Silvaco Group, Inc. [ SVCO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O SILVACO GROUP, INC., 4701 PATRICK HENRY DRIVE, BUILDING #23
3. Date of Earliest Transaction (MM/DD/YY)
05/08/2024
(Street)
SANTA CLARA, CA95054
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 1,500 ( 1 ) ( 2 ) ( 3 ) 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 Date
(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
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Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hancock Mark Steven
C/O SILVACO GROUP, INC.
4701 PATRICK HENRY DRIVE, BUILDING #23
SANTA CLARA, CA95054
See Remarks
Signatures
/s/ Mark Steven Hancock 05/09/2024
Signature of Reporting Person Date
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 toreflect 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 500 RSUs granted on May 24, 2021, with a vesting start date of January 1, 2021, under the Silvaco Group, Inc. Amended and Restated 2014 Stock Incentive Plan (the "2014Plan") 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, the time-based vesting requirement will be satisfied with respect to 406 shares. The remaining shares will satisfy the time-based vesting requirement in equal quarterlyinstallments from July 1, 2024 to January 1, 2025.
( 3 )Includes an award of 1,000 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 liquidityevent vesting requirement. The liquidity event vesting requirement will be met upon the consummation of the IPO. Upon the closing of the IPO, the time-based vesting requirement will be satisfied with respect to 562 shares. The remaining shares will satisfy the time-based vesting requirement in equal quarterly installments from July 1,2024 to January 1, 2026.

Remarks:
The reporting person is the trustee of the SMIK Grantor Retained Annuity Trust (the "Trust"), a 10% owner of the Issuer, and has sole voting and dispositive power over the securities held by the Trust. The reporting person, however, is not a beneficiary of the Trust and does not have a pecuniary interest in the securities held by the Trust. The reporting person disclaims beneficial ownership of the securities held by the Trust, except to the extent, if any, of his pecuniary interest therein, and the filing of this Form 3 is not an admission that the reporting person is the beneficial owner of the securities held by the Trust for purposes of Section 16 or for any other purpose.Exhibit 24 - Power of Attorney

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