FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person *
Pesic Illiya I.
(Last) (First) (Middle)
C/O SILVACO GROUP, INC.
4701 PATRICK HENRY DRIVE, BUILDING #23
(Street)
SANTA CLARA CA 95054
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/08/2024 		3. Issuer Name and Ticker or Trading Symbol
Silvaco Group, Inc. [ SVCO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Member of 10% owner group
 5. 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
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 1,173,590 (1) (2) (3) (4) (5) (6) (7) (8) (9) (10)
D
 
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Each restricted stock unit ("RSUs") represents a contingent right to receive one share of Silvaco Group, Inc. common stock. The amount of securities reported on this Form 3 has been adjusted to reflect a 1-for-2 reverse stock split, which became effective with the State of Delaware on April 29, 2024 in connection with the Issuer's initial public offering (the "IPO").
2. Includes 1,000,000 shares of common stock of the Issuer.
3. Includes an award of 9,840 RSUs granted on November 11, 2014, with a vesting start date of November 27, 2014, under the Silvaco Group, Inc. Amended and Restated 2014 Stock Incentive Plan (the "2014 Plan") that are subject to both a time-based vesting requirement and a liquidity event vesting requirement. The liquidity event vesting requirement will be met upon the consummation of the IPO. The time-based vesting requirement was satisfied with respect to all 9,840 RSUs as of November 27, 2018.
4. Includes an award of 5,000 RSUs granted on September 1, 2015, with a vesting start date of September 1, 2015, under the 2014 Plan that are subject to both a time-based vesting requirement and a liquidity event vesting requirement. The liquidity event vesting requirement will be met upon the consummation of the IPO. The time-based vesting requirement was satisfied with respect to all 5,000 RSUs as of September 1, 2019.
5. Includes an award of 10,000 RSUs granted on October 17, 2016, with a vesting start date of October 17, 2016, under the 2014 Plan that are subject to both a time-based vesting requirement and a liquidity event vesting requirement. The liquidity event vesting requirement will be met upon the consummation of the IPO. The time-based vesting requirement was satisfied with respect to all 10,000 RSUs as of October 17, 2020.
6. Includes an award of 25,000 RSUs granted on August 12, 2020, with a vesting start date of January 1, 2020, under the 2014 Plan that are subject to both a time-based vesting requirement and a liquidity event vesting requirement. The liquidity event vesting requirement will be met upon the consummation of the IPO. The time-based vesting requirement was satisfied with respect to all 25,000 RSUs as of January 1, 2024.
7. Includes an award of 100,000 RSUs granted on October 27, 2020, with a vesting start date of October 27, 2020, under the 2014 Plan that are subject to both a time-based vesting requirement and a liquidity event vesting requirement. The liquidity event vesting requirement will be met upon the consummation of the IPO. The time-based vesting requirement was satisfied on the grant date.
8. Includes an award of 15,000 RSUs granted on May 24, 2021, with a vesting start date of January 1, 2021, under the 2014 Plan that are subject to both a time-based vesting requirement and a liquidity event vesting requirement. The liquidity event vesting requirement will be met upon the consummation of the IPO. Upon the closing of the IPO, the time-based vesting requirement will be satisfied with respect to 13,125 shares. The remaining 1,875 shares will satisfy the time-based vesting requirement in equal quarterly installments from July 1, 2024 to January 1, 2025, subject to the reporting person's continuous service through each applicable vesting date.
9. Includes an award of 3,750 RSUs granted on April 22, 2022, with a vesting start date of January 1, 2022, under the 2014 Plan that are subject to both a time-based vesting requirement and a liquidity event vesting requirement. The liquidity event vesting requirement will be met upon the consummation of the IPO. Upon the closing of the IPO, The time-based vesting requirement will be satisfied with respect to 2,343 RSUs. The remaining 1,407 shares will satisfy the time-based vesting requirement in equal quarterly installments from July 1, 2024 to January 1, 2026, subject to the reporting person's continuous service through each applicable vesting date.
10. Includes an award of 5,000 RSUs granted on November 30, 2023, with a vesting start date of December 1, 2023, under the 2014 Plan. These RSUs will vest in full upon the one-year anniversary of the vesting start date, subject to the reporting person's continuous service through the vesting date.
Remarks:
On April 12, 2024, the reporting person entered into a stockholders agreement (the "Stockholders Agreement") with the Issuer and certain other stockholders of the Issuer. By virtue of the Stockholders Agreement and the obligations and rights thereunder, the reporting person may be deemed to be in a "group" with the other stockholders party to the Stockholders Agreement for purposes of the Securities Exchange Act of 1934, as amended. The reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting person is a member of a group or the beneficial owner of any securities not directly owned by the Reporting person. The reporting person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
/s/ Iliya I. Pesic 05/08/2024
** 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).
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ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

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