SEC FORM 4 SEC Form 4
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).
1. Name and Address of Reporting Person*
ARNZEN APRIL S

(Last) (First) (Middle)
8000 S. FEDERAL WAY

(Street)
BOISE ID 83716

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MICRON TECHNOLOGY INC [ MU ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Chief People Officer
3. Date of Earliest Transaction (Month/Day/Year)
10/13/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 10/13/2023 A 35,842(1) A $0.00 154,727 D
Common Stock 10/13/2023 M 14,440(2) A $0.00 169,167 D
Common Stock 10/13/2023 F 6,181(3) D $69.75 162,986 D
Common Stock 10/13/2023 M 5,735(4) A $0.00 168,721 D
Common Stock 10/13/2023 F 2,458(3) D $69.75 166,263 D
Common Stock 10/13/2023 M 1,236(5) A $0.00 167,499 D
Common Stock 10/13/2023 F 588(3) D $69.75 166,911 D
Common Stock 10/13/2023 M 1,236(5) A $0.00 168,147 D
Common Stock 10/13/2023 F 588(3) D $69.75 167,559 D
Common Stock 10/13/2023 M 5,853(6) A $0.00 173,412 D
Common Stock 10/13/2023 F 2,781(3) D $69.75 170,631 D
Common Stock 10/13/2023 F 4,512(3) D $69.75 166,119 D
Common Stock 10/15/2023 F 6,420(3) D $69.21 159,699 D
Common Stock 10/16/2023 F 4,347(3) D $69.21 155,352 D
Common Stock 10/16/2023 M 3,508 A $41.56 158,860 D
Common Stock 10/16/2023 S 3,508 D $69.71 155,352 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Restricted Stock Units $0.00 10/13/2023 M 7,220 (7) (7) Common Stock 14,440(2) $0.00 0.00 D
Performance Restricted Stock Units $0.00 10/13/2023 M 6,101 (8) (8) Common Stock 5,735(4) $0.00 0.00 D
Performance Restricted Stock Units $0.00 10/13/2023 M 3,747 (9) (9) Common Stock 1,236(5) $0.00 3,747 D
Performance Restricted Stock Units $0.00 10/13/2023 M 3,747 (10) (10) Common Stock 1,236(5) $0.00 3,747 D
Performance Restricted Stock Units $0.00 10/13/2023 M 6,293 (11) (11) Common Stock 5,853(6) $0.00 6,294 D
Non-qualified Stock Options $41.56 10/16/2023 M 3,508 (12) 10/24/2025 Common Stock 3,508 $0.00 0.00 D
Explanation of Responses:
1. Restricted Stock Award vests in 33 1/3% increments annually on the anniversary of the grant.
2. 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.
3. Withholding of shares of common stock to satisfy tax withholding obligations in connection with the vesting of previously granted awards.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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.
12. The Non-qualified Stock Options vested in 2018, 2019, 2020, and 2021.
Remarks:
Mai Lan Bui, Attorney-in-fact 10/17/2023
** 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).
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POWER OF ATTORNEY
     The undersigned, as an officer and/or director of Micron Technology,
Inc. (the "Company") who is subject to the ownership reporting
requirements of Section 16 of the U.S. Securities Exchange Act of 1934,
as amended ("Section 16"), hereby constitutes and appoints Renee Becker,
Brian Bishop, Mai Lan Bui, and Matthew Hendley, and each of them, the
undersigned's true and lawful attorney-in-fact to:
1.	complete and execute, for and on behalf of the undersigned,
Forms 3, 4 and 5 and such other forms, and any and all
amendments thereto, as such attorney-in-fact shall in his or
her discretion determine to be required or advisable pursuant
to Section 16, and the rules and regulations promulgated
thereunder, or any successor laws and regulations thereto
(collectively, the "Exchange Act Rules"), as a consequence of
the undersigned's ownership, acquisition or disposition of
securities of the Company; and
2.	do all acts necessary in order to file such forms and/or
amendments thereto with the U.S. Securities and Exchange
Commission, any securities exchange or national association,
the Company and such other person or agency as the attorney-in-
fact shall deem appropriate to comply with the Exchange Act
Rules and any other applicable laws.
     The undersigned hereby ratifies and confirms all that said
attorneys-in-fact shall do or cause to be done by virtue hereof. The
undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not
assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with the Exchange Act Rules.
     The undersigned hereby revokes any previous power of attorney that
he or she may have given to any person to make and file such forms and
amendments with respect to his or her ownership, acquisition or
disposition of securities of the Company.
     This Power of Attorney shall remain in full force and effect
until the earliest to occur of the following:  (a) the undersigned is
no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by
the Company, (b) revocation by the undersigned in a signed writing
delivered to the Company, or (c) as to any attorney-in-fact
individually, until such attorney-in-fact is no longer employed by
the Company.
     IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 13th day of April, 2023.
Signature:__/s/ April Arnzen__________________
Print Name:  April Arnzen