Credo Technology Group Holding Ltd — Major Shareholding Notification 2023

Feb 13, 2023

SC 13G 1 schedule13gchifungcheng-53.htm SC 13G html PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" Document created using Wdesk Copyright 2023 Workiva Document

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

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

Credo Technology Group Holding Ltd
(Name of Issuer)
Ordinary shares, par value $0.00005 per share
(Title of Class of Securities)
G25457105
(CUSIP Number)
December 31, 2022
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G25457105 13G Page 2 of 5 Pages

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Chi Fung Cheng
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 11,234,852
	6.	SHARED VOTING POWER 720,000
	7.	SOLE DISPOSITIVE POWER 11,234,852
	8.	SHARED DISPOSITIVE POWER 720,000
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,954,852
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
11 .	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.1%
12 .	TYPE OF REPORTING PERSON (See Instructions) IN

CUSIP No. G25457105 13G Page 3 of 5 Pages

Item 1(a). Name of Issuer

Credo Technology Group Holding Ltd

Item 1(b). Address of Issuer’s Principal Executive Offices

c/o Maples Corporate Services, Limited,

PO Box 309, Ugland House

Grand Cayman, KY1-1104, Cayman Islands

Item 2(a). Name of Persons Filing

Chi Fung Cheng

Item 2(b). Address of Principal Business Office or, If None, Residence

c/o Credo Technology Group Holding Ltd

110 Rio Robles

San Jose, California 95134

Item 2(c). Citizenship

United States

Item 2(d). Title of Class of Securities

Ordinary Shares

Item 2(e). CUSIP No.

G25457105

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a) Broker or dealer registered under section 15 of the Act.

(b) Bank as defined in section 3(a)(6) of the Act.

(c) Insurance company as defined in section 3(a)(19) of the Act.

(d) Investment company registered under section 8 of the Investment Company Act of 1940.

(e) An investment adviser registered under Section 203 of the Investment Advisers Act of 1940 or under the laws of any state;

(f) An employee benefit plan or endowment fund in accordance with Rule 13d–1(b)(1)(ii)(F);

(g) A parent holding company or control person in accordance with Rule 13d–1(b)(1)(ii)(G);

(h) A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

(j) Group, in accordance with Rule 13d–1(b)(1)(ii)(J).

Item 4. Ownership

(a) Amount Beneficially Owned: 11,954,852

(b) Percent of Class: 8.1%

(c) Number of shares as to which the person has:

CUSIP No. G25457105 13G Page 4 of 5 Pages

a. Sole power to vote or to direct the vote: 11,234,852 (1)

b. Shared power to vote or direct the vote: 720,000 (2)

c. Sole power to dispose or to direct the disposition of: 11,234,852 (1)

d. Shared power to dispose or to direct the disposition of: 720,000 (2)

Notes to Item 4:

1. Includes 6,250 restricted stock units that vest within 60 days of December 31, 2022.

2. Includes 720,000 ordinary shares held by the Reporting Person’s mother-in-law. The Reporting Person’s spouse has investment and voting control over ordinary shares held by the Reporting Person’s mother-in-law. The Reporting Person disclaims beneficial ownership of these indirectly held shares except to the extent of any pecuniary interest therein.

Item 5. Ownership of 5 Percent or Less of a Class

Not applicable

Item 6. Ownership of More Than 5 Percent on Behalf of Another Person

Not applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable

Item 8. Identification and Classification of Members of the Group.

Not applicable

Item 9. Notice of Dissolution of Group.

Not applicable

Item 10. Certifications.

Not applicable

CUSIP No. G25457105 13G Page 5 of 5 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 13, 2023

By /s/ Chi Fung Cheng

Name: Chi Fung Cheng

Title: Chief Technology Officer and Director