MICRON TECHNOLOGY INC — Director's Dealing 2023

Oct 18, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MICRON TECHNOLOGY INC (MU)
CIK: 0000723125
Period of Report: 2023-10-13

Reporting Person: MEHROTRA SANJAY (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-10-13	Common Stock	A	119176.00	$0.00	Acquired	702038.00	Direct
2023-10-13	Common Stock	M	89045.00	$0.00	Acquired	791083.00	Direct
2023-10-13	Common Stock	F	42056.00	$69.75	Disposed	749027.00	Direct
2023-10-13	Common Stock	M	35363.00	$0.00	Acquired	784390.00	Direct
2023-10-13	Common Stock	F	16720.00	$69.75	Disposed	767670.00	Direct
2023-10-13	Common Stock	M	7264.00	$0.00	Acquired	774934.00	Direct
2023-10-13	Common Stock	F	3773.00	$69.75	Disposed	771161.00	Direct
2023-10-13	Common Stock	M	7264.00	$0.00	Acquired	778425.00	Direct
2023-10-13	Common Stock	F	3773.00	$69.75	Disposed	774652.00	Direct
2023-10-13	Common Stock	M	34385.00	$0.00	Acquired	809037.00	Direct
2023-10-13	Common Stock	F	17857.00	$69.75	Disposed	791180.00	Direct
2023-10-13	Common Stock	F	29105.00	$69.75	Disposed	762075.00	Direct
2023-10-15	Common Stock	F	37205.00	$69.21	Disposed	724870.00	Direct
2023-10-16	Common Stock	F	29433.00	$69.21	Disposed	695437.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-10-13	Performance Restricted Stock Units	$0.00	M	44523.00	Disposed		Common Stock (89045.00)	Direct
2023-10-13	Performance Restricted Stock Units	$0.00	M	37620.00	Disposed		Common Stock (35363.00)	Direct
2023-10-13	Performance Restricted Stock Units	$0.00	M	22013.00	Disposed		Common Stock (7264.00)	Direct
2023-10-13	Performance Restricted Stock Units	$0.00	M	22013.00	Disposed		Common Stock (7264.00)	Direct
2023-10-13	Performance Restricted Stock Units	$0.00	M	36973.00	Disposed		Common Stock (34385.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	601257.00	Indirect

Footnotes

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

F10: Each performance-based restricted stock unit ("PRSU") 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 Data Center NAND delivery and solutions over a 3-year performance period beginning September 3, 2021 and ending August 29, 2024 (subject to a 200% aggregate limit on the total target shares that may be received under the PRSUs awarded on October 13, 2021), and certification of such performance by the Compensation Committee.

F11: Each performance-based restricted stock unit ("PRSU") 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 High Value NAND delivery and solutions over a 3-year performance period beginning September 3, 2021 and ending August 29, 2024 (subject to a 200% aggregate limit on the total target shares that may be received under the PRSUs awarded on October 13, 2021), and certification of such performance by the Compensation Committee.

F12: Each performance-based restricted stock unit ("PRSU") 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 3, 2021 and ending August 29, 2024 (subject to a 200% aggregate limit on the total target shares that may be received under the PRSUs awarded on October 13, 2021), and certification of such performance by the Compensation Committee.

F2: The Compensation Committee certified achievement of pre-established performance goals related to NAND delivery and solutions at 200% of target under the performance-based restricted stock units ("PRSU") with a 3-year performance period previously awarded on October 16, 2020. As reported at grant, the PRSU could result in a payout (if earned) that varies (starting at 0%) based on actual achievement of the goals, subject to a 200% aggregate limit on the total target shares that may be received under the PRSUs awarded on October 16, 2020. 100% of any shares earned as a result of the achievement of the performance goals measured at the end of year 3 of the performance period as well as certain unvested shares earned as a result of the achievement of performance goals measured at the end of year 2 of the performance period which remained subject to vesting vested upon certification of the achievement of performance goals in year 3 of the performance period.

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 relative total shareholder return at a level of 93% of target under the performance-based restricted stock units ("PRSU") with a 3-year performance period previously awarded on October 16, 2020. As reported at grant, the PRSU could result in a payout (if earned) that varies (starting at 0%) based on actual achievement of the goals, subject to a 200% aggregate limit on the total target shares that may be received under the PRSUs awarded on October 16, 2020. 100% of any shares earned as a result of the achievement of the performance goals measured at the end of year 3 of the performance period as well as certain unvested shares earned as a result of the achievement of performance goals measured at the end of year 2 of the performance period which remained subject to vesting vested upon certification of the achievement of performance goals at the end of year 3 of the performance period.

F5: The Compensation Committee certified achievement of pre-established performance goals at a level of 33% of target under the performance-based restricted stock units ("PRSU") with a 3-year performance period previously awarded on October 13, 2021. As reported at grant, the PRSU could result in a payout (if earned) that varies (starting at 0%) based on actual achievement of the goals, subject to a 200% aggregate limit on the total target shares that may be received under the PRSUs awarded on October 13, 2021. 50% of the shares earned vested upon certification of the performance and 50% remain subject to vesting until the certification of the achievement of performance goals at the end of year 3 of the performance period.

F6: The Compensation Committee certified achievement of pre-established performance goals related to relative total shareholder return at a level of 93% of target under the performance-based restricted stock units ("PRSU") with a 3-year performance period previously awarded on October 13, 2021. As reported at grant, the PRSU could result in a payout (if earned) that varies (starting at 0%) based on actual achievement of the goals, subject to a 200% aggregate limit on the total target shares that may be received under the PRSU awarded on October 13, 2021. 50% of the shares earned vested upon certification of the performance and 50% remain subject to vesting until the certification of performance goals at the end of year 3 of the performance period.

F7: Grantor retained annuity trusts are for the benefit of the Reporting Person and his family.

F8: Each performance-based restricted stock unit ("PRSU") 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 PRSUs awarded on October 16, 2020), and certification of such performance by the Compensation Committee.

F9: Each performance-based restricted stock unit ("PRSU") 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 PRSUs awarded on October 16, 2020), and certification of such performance by the Compensation Committee.