CFO, SVP Global Finance Shahar Shai converted options into 22,526 shares and covered exercise/tax liability with 12,514 shares, increasing direct ownership by 23% to 54,159 units (SEC Form 4)
$FORM
Semiconductors
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FORMFACTOR INC [ FORM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/01/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/01/2025 | M | 17,477(1) | A | $0 | 61,481 | D | |||
| Common Stock | 08/01/2025 | F | 9,709(2) | D | $28.93 | 51,772 | D | |||
| Common Stock | 08/01/2025 | M | 5,049(3) | A | $0 | 56,821 | D | |||
| Common Stock | 08/01/2025 | F | 2,805(4) | D | $28.93 | 54,159(5) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance-based Restricted Stock Units | $0 | 08/01/2025 | A | 17,477 | (1) | (1) | Common Stock | 17,477 | $0 | 17,477 | D | ||||
| Performance-based Restricted Stock Units | $0 | 08/01/2025 | M | 17,477 | (1) | (1) | Common Stock | 17,477 | $0 | 0 | D | ||||
| Restricted Stock Units | $0 | 08/01/2025 | M | 5,049 | (3) | (6) | Common Stock | 5,049 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. These performance-based restricted stock units were previously granted and became vested based on the achievement of certain performance criteria in the period 7/1/2022 - 6/30/2025. The Compensation Committee has determined that such performance criteria have been met. |
| 2. Represents the number of shares withheld upon vesting and settlement of the PRSUs to cover tax withholding obligations. |
| 3. The Restricted Stock Units represent the third and final annual installment vest of a three year grant, grant date 8/01/2022. |
| 4. Represents the number of shares withheld upon vesting of restricted stock units to cover tax withholding obligations. |
| 5. Includes 143 shares acquired from the Issuer's Employee Stock Purchase Plan on July 31, 2025. |
| 6. If the reporting person's employment is terminated for any reason before an applicable Vesting Date, all restricted stock units that have not yet vested shall be forfeited without consideration, except as provided in the change of control severance agreement and any other agreements regarding equity vesting and exercisability between the reporting person and Issuer, which agreements or form agreements are filed with the SEC. |
| Remarks: |
| /s/: Stan Finkelstein, Attorney-in-fact for Shai Shahar | 08/01/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||