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algm-20220325
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
(Mark One)
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 25, 2022
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                             to                            
Commission File Number: 001-39675
__________________________________
ALLEGRO MICROSYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
__________________________________
Delaware46-2405937
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
955 Perimeter Road
Manchester,New Hampshire03103
(Address of principal executive offices)(Zip Code)
(603) 626-2300
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
__________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per shareALGMThe Nasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒     No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐     No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes ☒     No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐     No ☒
As of September 24, 2021, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting and non-voting common equity held by non-affiliates was $1.9 billion based on the closing sale price as reported on the NASDAQ Global Select Market on such date.
As of May 6, 2022, the registrant had 190,500,630 shares of common stock, par value $0.01 per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s proxy statement for its 2022 Annual Meeting of Stockholders filed pursuant to Regulation 14A within 120 days of the end of the registrant’s fiscal year ended March 25, 2022 are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein.


EXPLANATORY NOTE
This Amendment No. 1 (the “Amendment”) to the Annual Report on Form 10-K for the year ended March 25, 2022, originally filed by Allegro MicroSystems, Inc. (the “Company”) on May 18, 2022 (the “Original Annual Report”) is being filed for the sole purpose of correcting an immaterial error in Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters of Part III of the Original Annual Report (the “Item 12 Disclosure”). The Item 12 Disclosure in the Original Annual Report contained an incorrect number of securities remaining available for future issuance under equity compensation plans in the table and corresponding footnote. The Company has elected to correct the Item 12 Disclosure by filing this Amendment.
As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the Amendment, the Company’s Chief Executive Officer and Chief Financial Officer have reissued applicable portions of their certifications required under Section 302 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”). This Amendment does not include certifications under Section 906 of Sarbanes-Oxley because no financial statements are being filed with this Amendment.
With the exception of the foregoing, no other information in the Original Annual Report has been supplemented, updated or amended. This Amendment is not intended to amend or otherwise update other information in the Original Annual Report. Among other things, forward-looking statements made in the Original Annual Report have not been revised to reflect events, results or developments that have occurred or facts that have become known to the Company after the date of the Original Annual Report, and such forward-looking statements should be read in their historical context. Accordingly, this Amendment should be read in conjunction with the Original Annual Report and with the Company’s other filings made with the Securities and Exchange Commission (“SEC”) subsequent to the filing of the Original Annual Report.


Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required hereunder is incorporated herein by reference to our definitive proxy statement on Schedule 14A filed with the SEC on June 22, 2022, with the exception of the information regarding securities authorized for issuance under our equity compensation plans, which is set forth below.
Equity Compensation Plan Information
The following table sets forth information with respect to securities authorized for issuance under our equity compensation plans as of March 25, 2022:
Plan Category
Number of Securities to be issued upon Exercise of Outstanding Options, Warrants, and Rights
(a)2
Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights
(b)		Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
(c)
Equity Compensation Plans Approved by Security Holders1
2,656,090 —14,568,569 
Equity Compensation Plans Not Approved by Security Holders— — 
Total2,656,090 14,568,569 
1    As of March 25, 2022, there were 12,439,640 shares available for future issuance under the 2020 Omnibus Incentive Compensation Plan (the “2020 Plan”), and 2,128,929 shares available under the 2020 ESPP.
2    As of March 25, 2022, there were 955,083 PSUs issued at target and 1,701,007 RSUs included in this amount.
3    No exercise price has been derived as a result of all derivatives issued being PSUs and RSUs.
Item 15. Exhibit and Financial Statement Schedules.
The following documents are filed as part of this Annual Report on Form 10-K:
1. Financial Statements.
The following financial statements are included in this Form 10-K from page F-1 to page F-50:
Reports of Independent Public Accounting Firm (Grant Thornton LLP, Boston, Massachusetts, PCAOB ID Number 248)
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
2. Financial Statement Schedules. All schedules are omitted because they are not applicable or the required information is shown on the financial statements or notes thereto.
3. Exhibits.
Exhibit No.
Description of Exhibit
2.1
3.1


3.2
4.1
4.2
4.3
4.4
4.5
4.6
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9


10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25


10.26
10.27
10.28
10.29
10.30
10.31
10.32
10.33
10.34
10.35
10.36
10.37
10.38
10.39
10.40
10.41


10.42
21.1
23.1
31.1
31.2
31.3
31.4
32.1
32.2
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*Indicates management contract or compensatory plan, contract or arrangement.
** Certification is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. Such certification is not deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act except to the extent that the registrant specifically incorporates it by reference.


SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ALLEGRO MICROSYSTEMS, INC.
Date:August 29, 2022By:/s/ Derek P. D’Antilio
Derek P. D’Antilio
Chief Financial Officer (Principal Financial and Accounting Officer)
Document
Exhibit 31.3
CERTIFICATION


I, Vineet Nargolwala, certify that:

1.I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended March 25, 2022 of Allegro MicroSystems, Inc.; and

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.


Date: August 29, 2022
By:
/s/ Vineet Nargolwala
Vineet Nargolwala
President and Chief Executive Officer
(principal executive officer)

Document
Exhibit 31.4
CERTIFICATION

I, Derek P. D’Antilio, certify that:

1.I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended March 25, 2022 of Allegro MicroSystems, Inc.; and

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.


Date: August 29, 2022
By:
/s/ Derek P. D’Antilio
Derek P. D’Antilio
Chief Financial Officer
(principal financial officer)