President and CEO Adams Mark was granted 93,116 units of Ordinary Shares, covered exercise/tax liability with 100,118 units of Ordinary Shares and returned 125,000 units of Ordinary Shares to the company, decreasing direct ownership by 13% to 859,844 units (SEC Form 4)
$PENG
Semiconductors
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
Penguin Solutions, Inc. [ PENG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/19/2024 | ||||||||||||||||||||||||||
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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 | ||||||
| Ordinary Shares | 10/19/2024 | A(1) | 93,116 | A | $0 | 1,084,962 | D | |||
| Ordinary Shares | 10/19/2024 | F(2) | 47,192 | D | $15.69 | 1,037,770 | D | |||
| Ordinary Shares | 10/20/2024 | F(3) | 14,255 | D | $15.69 | 1,023,515 | D | |||
| Ordinary Shares | 10/20/2024 | F(4) | 6,996 | D | $15.69 | 1,016,519 | D | |||
| Ordinary Shares | 10/20/2024 | F(5) | 31,675 | D | $15.69 | 984,844 | D | |||
| Ordinary Shares | 10/20/2024 | D(6) | 125,000 | D | $0 | 859,844 | D | |||
| Ordinary Shares | 29,640 | I | The Adams Family Trust | |||||||
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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 | ||||||||
| Explanation of Responses: |
| 1. On October 1, 2021, the reporting person was granted performance-based restricted share units ("PSUs"), the vesting of which is (i) tied to the achievement of total shareholder return goals relative to the performance of the median company in the Russell 2000 Index following the end of a given three-year performance period, and (ii) subject to the reporting person's continued employment through the date of certification of performance by the Compensation Committee of the Issuer's Board of Directors (the "Committee"). On October 19, 2024, the Committee certified the performance goal achievement and determined that 93,116 PSUs were earned by the reporting person and vested as of such date. |
| 2. Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection with vesting of PSUs. No shares were sold. |
| 3. Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection with vesting of restricted shares. No shares were sold. |
| 4. Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection with vesting of restricted share units. No shares were sold. |
| 5. Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection with vesting of performance shares. No shares were sold. |
| 6. Reflects shares forfeited pursuant to the terms of a previously disclosed performance-based restricted share award due to non-attainment of the applicable performance conditions. No shares were sold. |
| Remarks: |
| /s/ Anne Kuykendall as attorney-in-fact for Mark Adams | 10/22/2024 | |
| ** 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. | ||