MICRON TECHNOLOGY INC — Director's Dealing 2022

Oct 17, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MICRON TECHNOLOGY INC (MU)
CIK: 0000723125
Period of Report: 2022-10-13

Reporting Person: MEHROTRA SANJAY (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-10-13	Common Stock	A	225118.00	$0.00	Acquired	854647.00	Direct
2022-10-13	Common Stock	M	135115.00	$0.00	Acquired	989762.00	Direct
2022-10-13	Common Stock	F	63815.00	$52.75	Disposed	925947.00	Direct
2022-10-13	Common Stock	M	3579.00	$0.00	Acquired	929526.00	Direct
2022-10-13	Common Stock	F	1691.00	$52.75	Disposed	927835.00	Direct
2022-10-13	Common Stock	M	89045.00	$0.00	Acquired	1016880.00	Direct
2022-10-13	Common Stock	F	46242.00	$52.75	Disposed	970638.00	Direct
2022-10-13	Common Stock	M	34610.00	$0.00	Acquired	1005248.00	Direct
2022-10-13	Common Stock	F	17973.00	$52.75	Disposed	987275.00	Direct
2022-10-13	Common Stock	F	29105.00	$52.75	Disposed	958170.00	Direct
2022-10-16	Common Stock	F	26679.00	$52.72	Disposed	931491.00	Direct
2022-10-16	Common Stock	F	29433.00	$52.72	Disposed	902058.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-10-13	Performance Restricted Stock Units	$0.00	M	38605.00	Disposed		Common Stock (135115.00)	Direct
2022-10-13	Performance Restricted Stock Units	$0.00	M	30770.00	Disposed		Common Stock (3579.00)	Direct
2022-10-13	Performance Restricted Stock Units	$0.00	M	44522.00	Disposed		Common Stock (89045.00)	Direct
2022-10-13	Performance Restricted Stock Units	$0.00	M	37620.00	Disposed		Common Stock (34610.00)	Direct
2022-10-13	Performance Restricted Stock Units	$0.00	A	88765.00	Acquired		Common Stock (88765.00)	Direct
2022-10-13	Performance Restricted Stock Units	$0.00	A	56280.00	Acquired		Common Stock (56280.00)	Direct
2022-10-13	Performance Restricted Stock Units	$0.00	A	56280.00	Acquired		Common Stock (56280.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	282061.00	Indirect

Footnotes

F1: Restricted Stock Award vests 33 1/3% on October 15, 2023, and 1/12 of the total restricted stock award vests quarterly thereafter.

F10: Each performance-based restricted stock unit represents the right to receive, following vesting, a percentage of one share of common stock based upon the achievement of pre-established performance goals related to relative total shareholder return over a 3-year performance period beginning September 4, 2020 and ending August 31, 2023 (subject to a 200% aggregate limit on the total target shares that may be received under the performance-based restricted stock units awarded on October 16, 2020), and certification of such performance by the Compensation Committee.

F11: Each performance-based restricted stock unit represents the right to receive, following vesting, a percentage of one share of common stock based upon the achievement of pre-established performance goals related to relative total shareholder return over a 3-year period beginning September 2, 2022 and ending August 28, 2025 (subject to a 200% aggregate limit on the total target shares that may be received under the performance-based restricted stock units awarded on October 13, 2022), and certification of such performance by the Compensation Committee.

F12: Each performance-based restricted stock unit represents the right to receive, following vesting, a percentage of one share of common stock based upon the achievement of pre-established performance goals related to NAND delivery and solutions over a 3-year period beginning September 2, 2022 and ending August 28, 2025 (subject to a 200% aggregate limit on the total target shares that may be received under the performance-based restricted stock units awarded on October 13, 2022), and certification of such performance by the Compensation Committee.

F13: Each performance-based restricted stock unit represents the right to receive, following vesting, a percentage of one share of common stock based upon the achievement of pre-established performance goals related to DRAM revenue over a 3-year period beginning September 2, 2022 and ending August 28, 2025 (subject to a 200% aggregate limit on the total target shares that may be received under the performance-based restricted stock units awarded on October 13, 2022), and certification of such performance by the Compensation Committee.

F2: The Compensation Committee certified achievement of the pre-established performance goals at a level resulting in a vest of 100% of the total target shares under the performance-based restricted stock units previously awarded on October 16, 2019. As reported at grant, the performance-based restricted stock unit could result in a payout that varies based on actual achievement of the goals, subject to a 200% aggregate limit on the payout of target shares.

F3: Withholding of shares of common stock to satisfy tax withholding obligations in connection with the vesting of previously granted awards.

F4: The Compensation Committee certified achievement of pre-established performance goals related to NAND delivery and solutions at a level resulting in a vest of 100% of the total target shares under the performance-based restricted stock units previously awarded on October 16, 2020. As reported at grant, the performance-based restricted stock unit could result in a payout that varies based on actual achievement of the goals, subject to a 200% aggregate limit on the payout of target shares.

F5: The Compensation Committee certified achievement of pre-established performance goals related to relative total shareholder return at a level resulting in a vest of 46% of the total target shares under the performance-based restricted stock units previously awarded on October 16, 2020. As reported at grant, the performance-based restricted stock unit could result in a payout that varies based on actual achievement of the goals, subject to a 200% aggregate limit on the payout of target shares.

F6: Grantor retained annuity trust for the benefit of the reporting person and his family.

F7: Each performance-based restricted stock unit represents the right to receive, following vesting, a percentage of one share of common stock based upon the achievement of pre-established performance goals related to NAND delivery and solutions over a 3-year performance period beginning August 30, 2019 and ending September 1, 2022 (subject to a 200% aggregate limit on the total target shares that may be received under the performance-based restricted stock units awarded on October 16, 2019), and certification of such performance by the Compensation Committee.

F8: Each performance-based restricted stock unit represents the right to receive, following vesting, a percentage of one share of common stock based upon the achievement of pre-established performance goals related to relative total shareholder return over a 3-year performance period beginning August 30, 2019 and ending September 1, 2022 (subject to a 200% aggregate limit on the total target shares that may be received under the performance-based restricted stock units awarded on October 16, 2019), and certification of such performance by the Compensation Committee.

F9: Each performance-based restricted stock unit represents the right to receive, following vesting, a percentage of one share of common stock based upon the achievement of pre-established performance goals related to NAND delivery and solutions over a 3-year performance period beginning September 4, 2020 and ending August 31, 2023 (subject to a 200% aggregate limit on the total target shares that may be received under the performance-based restricted stock units awarded on October 16, 2020), and certification of such performance by the Compensation Committee.