MICRON TECHNOLOGY INC — Director's Dealing 2020

Oct 21, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MICRON TECHNOLOGY INC (MU)
CIK: 0000723125
Period of Report: 2020-10-16

Reporting Person: Sadana Sumit (EVP & Chief Business Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-10-16	Common Stock	A	62572	—	Acquired	215265	Direct
2020-10-16	Common Stock	F	16409	$51.94	Disposed	198856	Direct
2020-10-16	Common Stock	M	31174	—	Acquired	230030	Direct
2020-10-16	Common Stock	M	39547	—	Acquired	269577	Direct
2020-10-16	Common Stock	F	35304	$51.94	Disposed	234273	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-10-16	Performance Restricted Stock Unit	$0	A	26436	Acquired		Common Stock (26436)	Direct
2020-10-16	Performance Restricted Stock Units	$0	A	31286	Acquired		Common Stock (31286)	Direct
2020-10-16	Performance Restricted Stock Unit	$0	M	25908	Disposed		Common Stock (31174)	Direct
2020-10-16	Performance Restricted Stock Unit	$0	M	20089	Disposed		Common Stock (39547)	Direct
2020-10-16	Performance Restricted Stock Unit	$0	F	1318	Disposed		Common Stock (1318)	Direct
2020-10-16	Performance Restricted Stock Unit	$0	F	123	Disposed		Common Stock (123)	Direct

Footnotes

F1: Restricted Stock Awards vest in 33 1/3% increments annually on the anniversary of the grant.

F2: Withholding of shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock awarded under the Issuer's 2004 Equity Incentive Plan.

F3: The Compensation Committee certified achievement of the pre-established performance goals at a level resulting in a vest of 105% of target shares. As reported at grant, the performance-based restricted stock unit could result in a payout of 0% to 200% based on actual achievement of the goals.

F4: The Compensation Committee certified achievement of the pre-established performance goals at a level resulting in a vest of 178% of target shares. As reported at grant, the performance-based restricted stock unit could result in a payout of 0% to 200% based on actual achievement of the goals.

F5: Withholding of shares of common stock to satisfy tax withholding obligations in connection with the vesting of performance restricted stock units awarded under the Issuer's 2004 Equity Incentive Plan.

F6: Each performance-based restricted stock unit represents the right to receive, following vesting, between 0% and 150% of one share of common stock based upon the achievement of pre-established performance metrics related to relative total shareholder return over a 3-year period beginning September 3, 2020 and ending on August 31, 2023, and certification of such performance by the Compensation Committee following the conclusion of the performance period.

F7: Each performance-based restricted stock unit represents the right to receive, following vesting, between 0% and 200% of one share of common stock based upon the achievement of pre-established performance metrics related to NAND delivery and solutions over a 3-year period beginning September 3, 2020 and ending on August 31, 2023, and certification of such performance by the Compensation Committee following the conclusion of the performance period.

F8: Each performance-based restricted stock unit represents the right to receive, following vesting, between 0% and 200% of one share of common stock based upon the achievement of pre-established performance metrics related to DRAM, NAND and PE Ratio over a 3-year performance period beginning August 31, 2017 and ending on September 3, 2020, and certification of such performance by the Compensation Committee following the conclusion of the performance period.

F9: Each performance-based restricted stock unit represents the right to receive, following vesting, between 0% and 200% of one share of common stock based upon the achievement of pre-established performance metrics related to NAND, PE Ratio and FCF over a 3-year performance period beginning August 31, 2018 and ending on September 2, 2021, and certification of such performance by the Compensation Committee following the conclusion of the performance period.

F10: Each performance-based restricted stock unit represents the right to receive, following vesting, between 0% and 200% of one share of common stock based upon the achievement of pre-established performance metrics related to NAND over a 3-year performance period beginning August 29, 2019 and ending on September 1, 2022, and certification of such performance by the Compensation Committee following the conclusion of the performance period. Remaining performance-based restricted stock units subject to this award will vest on October 16, 2021.

F11: Each performance-based restricted stock unit represents the right to receive, following vesting, between 0% and 150% of one share of common stock based upon the achievement of pre-established performance metrics related to relative total shareholder return over a 3-year performance period beginning August 29, 2019 and ending on September 1, 2021, and certification of such performance by the Compensation Committee following the conclusion of the performance period.

F12: Performance-based restricted stock units withheld for employment tax (and related income tax) obligations upon a portion of the grant being earned by (but not yet payable to) the reporting person. Additional shares remain unvested.