MICRON TECHNOLOGY INC — Director's Dealing 2024

Oct 17, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MICRON TECHNOLOGY INC (MU)
CIK: 0000723125
Period of Report: 2024-10-13

Reporting Person: MEHROTRA SANJAY (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-10-13	Common Stock	A	83015.00	$0.00	Acquired	810960.00	Direct
2024-10-13	Common Stock	F	20133.00	$106.92	Disposed	790827.00	Direct
2024-10-13	Common Stock	F	29751.00	$106.92	Disposed	761076.00	Direct
2024-10-13	Common Stock	M	109848.00	$0.00	Acquired	870924.00	Direct
2024-10-13	Common Stock	F	55501.00	$106.92	Disposed	815423.00	Direct
2024-10-13	Common Stock	M	109848.00	$0.00	Acquired	925271.00	Direct
2024-10-13	Common Stock	F	55501.00	$106.92	Disposed	869770.00	Direct
2024-10-13	Common Stock	M	45477.00	$0.00	Acquired	915247.00	Direct
2024-10-13	Common Stock	F	22240.00	$106.92	Disposed	893007.00	Direct
2024-10-13	Common Stock	M	56280.00	$0.00	Acquired	949287.00	Direct
2024-10-13	Common Stock	F	29846.00	$106.92	Disposed	919441.00	Direct
2024-10-13	Common Stock	M	16040.00	$0.00	Acquired	935481.00	Direct
2024-10-13	Common Stock	F	8507.00	$106.92	Disposed	926974.00	Direct
2024-10-13	Common Stock	M	47933.00	$0.00	Acquired	974907.00	Direct
2024-10-13	Common Stock	F	25419.00	$106.92	Disposed	949488.00	Direct
2024-10-15	Common Stock	F	9508.00	$108.34	Disposed	939980.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-10-13	Performance Restricted Stock Units	$0.00	M	22104.00	Disposed		Common Stock (109848.00)	Direct
2024-10-13	Performance Restricted Stock Units	$0.00	M	22014.00	Disposed		Common Stock (109848.00)	Direct
2024-10-13	Performance Restricted Stock Units	$0.00	M	36973.00	Disposed		Common Stock (45477.00)	Direct
2024-10-13	Performance Restricted Stock Units	$0.00	M	28140.00	Disposed		Common Stock (56280.00)	Direct
2024-10-13	Performance Restricted Stock Units	$0.00	M	28140.00	Disposed		Common Stock (16040.00)	Direct
2024-10-13	Performance Restricted Stock Units	$0.00	M	44382.00	Disposed		Common Stock (47933.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	338694.00	Indirect

Footnotes

F1: Restricted Stock Awards vest in three equal annual installments beginning on the first anniversary of the grant date.

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 over a 3-year performance 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 PRSUs awarded on October 13, 2022), and certification of such performance by the Compensation Committee.

F2: Withholding of common stock shares to satisfy tax withholding obligations in connection with the vesting of previously granted awards.

F3: The Compensation Committee certified achievement of pre-established performance goals related to High Value and Data Center NAND delivery and solutions each at 266% 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 PRSUs 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. 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.

F4: The Compensation Committee certified achievement of pre-established performance goals related to relative total shareholder return at a level of 108% 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 PRSUs 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. 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 related to Data Center NAND delivery and solutions at a level of 200% of target under the performance-based restricted stock units ("PRSU") with a 3-year performance period previously awarded on October 13, 2022. As reported at grant, the PRSUs 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, 2022. 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 DRAM revenue at a level of 57% of target under the performance-based restricted stock units ("PRSU") with a 3-year performance period previously awarded on October 13, 2022. As reported at grant, the PRSUs 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, 2022. 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.

F7: The Compensation Committee certified achievement of pre-established performance goals related to relative total shareholder return at a level of 108% of target under the performance-based restricted stock units ("PRSU") with a 3-year performance period previously awarded on October 13, 2022. As reported at grant, the PRSUs 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, 2022. 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.

F8: Grantor retained annuity trusts are for the benefit of the Reporting Person and his family.

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 over a 3-year 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.