Director Liaw Yih-Shyan Wally converted options into 8,750 shares and covered exercise/tax liability with 4,435 shares, increasing direct ownership by 8% to 61,545 units (SEC Form 4)
$SMCI
Computer Manufacturing
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
Super Micro Computer, Inc. [ SMCI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/08/2024 | ||||||||||||||||||||||||||
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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 | 11/10/2024 | M | 4,370 | A | (1) | 61,600 | D | |||
| Common Stock | 11/10/2024 | F | 2,215 | D | $24.52 | 59,385 | D | |||
| Common Stock | 11/10/2024 | M | 4,380 | A | (1) | 63,765 | D | |||
| Common Stock | 11/10/2024 | F | 2,220 | D | $24.52 | 61,545 | D | |||
| Common Stock | 15,168,050 | I | By Liaw Family Trust(2) | |||||||
| Common Stock | 193,770 | I | By Spouse | |||||||
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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 | ||||||||
| Employee Stock Option (right to buy) | $24.52 | 11/08/2024 | A | 30,175 | (3) | 11/08/2034 | Common Stock | 30,175 | $0 | 30,175 | D | ||||
| Restricted Stock Units | (1) | 11/10/2024 | M | 4,370(4) | (5) | (5) | Common Stock | 4,370(4) | $0 | 30,630 | D | ||||
| Restricted Stock Units | (1) | 11/10/2024 | M | 4,380(4) | (6) | (6) | Common Stock | 4,380(4) | $0 | 35,000 | D | ||||
| Explanation of Responses: |
| 1. Each restricted stock unit represents a contingent right to receive one share of SMCI common stock. |
| 2. These shares are held in a trust for the benefit of the Reporting Person's children. The reporting person and his spouse, Shiow-Meei S. Liaw, are the trustees of the trust. |
| 3. Subject to the Reporting Person's continued service to the Issuer, the total number of shares subject to the option shall vest and become exercisable at the rate of 1/4th of the shares on the first anniversary of the vesting commencement date on November 8, 2025, and 1/16th at the end of each successive calendar quarter thereafter. |
| 4. This RSU was previously reported as covering 10x fewer shares but was adjusted in connection with the ten-for-one forward split. |
| 5. Subject to the Reporting Person's continued service to the Issuer, the restricted stock units vest at the rate of 25% of the total number of units on August 10, 2023 and 1/16th at the end of each successive calendar quarter thereafter. Vested units are settled in shares of SMCI common stock. |
| 6. Subject to the Reporting Person's continued service to the Issuer, the restricted stock units vest at the rate of 25% of the total number of units on November 10, 2023 and 1/16th at the end of each successive calendar quarter thereafter. Vested units are settled in shares of SMCI common stock. |
| Remarks: |
| /s/ Liaw Yih-Shyan Wally | 11/12/2024 | |
| ** 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). | ||
| 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. | ||