EVP, COO, Pres, Integrated Mem Pacheco Jack A covered exercise/tax liability with 4,412 units of Ordinary Shares, exercised 6,667 units of Ordinary Shares at a strike of $9.20 and sold $137,024 worth of Ordinary Shares (6,667 units at $20.55), decreasing direct ownership by 2% to 231,548 units (SEC Form 4)

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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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
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*
Pacheco Jack A

(Last) (First) (Middle)
C/O PENGUIN SOLUTIONS, INC.
39870 EUREKA DRIVE

(Street)
NEWARK CA 94560

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Penguin Solutions, Inc. [ PENG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, COO, Pres, Integrated Mem
3. Date of Earliest Transaction (Month/Day/Year)
01/20/2025
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
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
Ordinary Shares 01/20/2025 F(1) 4,412 D $20.51 231,548 D
Ordinary Shares 01/21/2025 M 6,667 A $9.195 238,215 D
Ordinary Shares 01/21/2025 S(2) 6,667 D $20.5526(3) 231,548 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
Employee Stock Option (right to buy) $9.195 01/21/2025 M 6,667 (4) 03/12/2030 Ordinary Shares 6,667 $0 13,333 D
Explanation of Responses:
1. Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection with vesting of restricted share units. No shares were sold.
2. This transaction was effected pursuant to a previously established Rule 10b5-1 Plan adopted by the reporting person on April 26, 2024.
3. This transaction was executed in multiple trades at prices ranging from $20.32 to $20.72. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
4. The option vested and became exercisable as to 25% on March 12, 2021, and the remaining shares vested monthly and became exercisable over three years beginning March 12, 2021.
Remarks:
/s/ Anne Kuykendall as attorney-in-fact for Jack A. Pacheco 01/22/2025
** 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.
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