Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Astera Labs, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
04626A103
(CUSIP Number)
September 30, 2024
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ X ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No. 04626A103
13G
Page 2 of 8 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Atreides Management, LP
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [ x ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
8,168,490*
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
8,168,490*
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,168,490*
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.21%*
12.
TYPE OF REPORTING PERSON (see instructions)
IA, PN
CUSIP No. 04626A103
13G
Page 3 of 8 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Atreides Management, LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [ x ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
8,168,490*
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
8,168,490*
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,168,490*
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.21%*
12.
TYPE OF REPORTING PERSON (see instructions)
HC
CUSIP No. 04626A103
13G
Page 4 of 8 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gavin Baker
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [ x ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
8,168,490*
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
8,168,490*
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,168,490*
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.21%*
12.
TYPE OF REPORTING PERSON (see instructions)
IN, HC
CUSIP No. 04626A103
13G
Page 5 of 8 Pages
Item 1.
(a)
Name of Issuer
Astera Labs, Inc. (the Issuer)
(b)
Address of Issuers Principal Executive Offices
2901 Tasman Drive, Suite 205, Santa Clara, CA 95054
Item 2.
(a)
Name of Person Filing.
This statement is filed by:
(i) Atreides Management, LP, a Delaware limited partnership
registered with the U.S. Securities and Exchange Commission
(the SEC), which serves as the investment manager
(the Investment Manager) to certain investment funds and/or
accounts (the Funds), with respect to the shares of Common
Stock (as defined in Item 2(d) below) held by the Funds;
(ii) Atreides Management, LLC, a Delaware limited liability
company (the GP), which serves as the general partner to the
Investment Manager, with respect to the shares of Common
Stock held by the Funds; and
(iii) Gavin Baker, a United States citizen, who serves as the managing
member to the GP with respect to the shares of Common Stock
held by the Funds.
The foregoing persons are hereinafter sometimes collectively
referred to as the Reporting Persons. Any disclosures herein with respect
to persons other than the Reporting Persons are made on information
and belief after making inquiry to the appropriate party.
(b)
Address of Principal Business Office
Atreides Management, LP
One International Place, Suite 4410
Boston, MA 02110
(c)
Citizenship
See response to Item 2(a).
(d)
Title of Class of Securities
Common Stock, par value $0.0001 per share
(e)
CUSIP Number
04626A103
CUSIP No. 04626A103
13G
Page 6 of 8 Pages
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b)
or (c), check whether the person filing is a:
(a)
[ ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
[ ]
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)
[ ]
Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)
[x]
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)
[ ]
An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F);
(g)
[x]
A parent holding company or control person in
accordance with 240.13d-1(b)(1)(ii)(G);
(h)
[ ]
A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
[ ]
A church plan that is excluded from the definition
of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
[ ]
Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
The percentages used herein and in the rest of this Schedule 13G
are calculated based upon the 156,656,716 shares of Common
Stock reported to be outstanding by the Issuer as of July 31, 2024
in its Form 10-Q for the quarterly period ended June 30, 2024
filed with the SEC on August 7, 2024. Each Reporting Person hereby
expressly disclaims beneficial ownership in the securities reported
in this Schedule 13G except to the extent of its or his pecuniary
interest therein (if any) and membership in a group as that term
is described in Rule 13d-5(b)(1) of the Securities Exchange Act of 1934,
as amended.
(a) Amount beneficially owned: See Row 9 of cover page
for each Reporting Person.
(b) Percent of class: See Row 11 of cover page for each Reporting Person.
(c) Number of shares as to which the person has: See
Row 9 of cover page for each Reporting Person.
(i) Sole power to vote or direct the vote: See Row
5 of cover page for each Reporting Person.
(ii) Shared power to vote or direct the vote: See
Row 6 of cover page for each Reporting Person.
(iii) Sole power to dispose or direct the disposition:
See Row 7 of cover page for each Reporting Person.
(iv) Shared power to dispose or direct the disposition:
See Row 8 of cover page for each Reporting Person.
*Shares reported herein are owned by Atreides Foundation
Master Fund LP, Atreides Arrakis Master Fund, LP and
certain separately managed accounts managed by
Atreides Management, LP.
CUSIP No. 04626A103
13G
Page 7 of 8 Pages
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
Each Reporting Person hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect, other than activities
solely in connection with a nomination under 240.14a 11.
Exhibits. Exhibit 99.1
Joint Filing Agreement, dated November 14, 2024, by and among the
Reporting Persons.
CUSIP No. 04626A103
13G
Page 8 of 8 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Dated: November 14, 2024
ATREIDES MANAGEMENT, LP
By: /s/ Laura Malone
Laura Malone, General Counsel & CCO
ATREIDES MANAGEMENT, LLC
By: /s/ Laura Malone
Laura Malone, General Counsel & CCO
GAVIN BAKER
By: /s/ Gavin Baker
Gavin Baker, individually
Exhibit 99.1
JOINT FILING AGREEMENT
This Joint Filing Agreement, dated as of November 14, 2024,
is by and among Atreides Management, LP, Atreides Management,
LLC and Gavin Baker (collectively, the Filers).
Each of the Filers may be required to file with the United States Securities
and Exchange Commission a statement on Schedule 13D and/or 13G with
respect to shares of Common Stock of Astera Labs, Inc. beneficially owned
by them from time to time.
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated
under the Securities Exchange Act of 1934, as amended, the Filers hereby
agree to file a single statement on Schedule 13D and/or 13G
(and any amendments thereto) on behalf of each of the Filers, and
hereby further agree to file this Joint Filing Agreement as an exhibit to
such statement, as required by such rule.
This Joint Filing Agreement may be terminated by any of the
Filers upon written notice or such lesser period of notice as the Filers may
mutually agree.
Executed and delivered as of the date first above written.
ATREIDES MANAGEMENT, LP
By: /s/ Laura Malone
Laura Malone, General Counsel & CCO
ATREIDES MANAGEMENT, LLC
By: /s/ Laura Malone
Laura Malone, General Counsel & CCO
GAVIN BAKER
By: /s/ Gavin Baker
Gavin Baker, individually