SEC Form 4 · accession 0001392937-15-000002
Super Micro Computer, Inc. · SMCI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Yih-Shyan Wally Liaw
Officer — Secretary & V P of Intl Sales · Director
Period of report
Nov 6, 2015
Accepted (ET)
Nov 10, 2015 · 7:47 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001375365
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Nov 6, 2015 | M | 7,200 | $6.14 | A | 75,377 | I | By Spouse |
| Common StockF2 | Nov 6, 2015 | S | 7,200 | $30.4084 | D | 68,177 | I | By Spouse |
| Common Stock | Nov 6, 2015 | M | 2,750 | $12.92 | A | 70,927 | I | By Spouse |
| Common StockF3 | Nov 6, 2015 | S | 2,750 | $30.2839 | D | 68,177 | I | By Spouse |
| Common Stock | Nov 6, 2015 | M | 2,063 | $12.50 | A | 70,240 | I | By Spouse |
| Common StockF4 | Nov 6, 2015 | S | 2,063 | $30.2032 | D | 68,177 | I | By Spouse |
| Common Stock | Nov 6, 2015 | M | 468 | $25.44 | A | 68,645 | I | By Spouse |
| Common StockF5 | Nov 6, 2015 | S | 468 | $30.025 | D | 68,177 | I | By Spouse |
| Common StockF6 | holding | — | — | — | 2,056,416 | I | By Liaw Family Trust | |
| Common Stock | holding | — | — | — | 8,880 | I | By Child A | |
| Common Stock | holding | — | — | — | 8,880 | I | By Child B |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F7 | $6.14 | Nov 6, 2015 | M | 7,200 | D | — | Oct 24, 2018 | Common Stock | 7,200 | 0 | I |
| Stock Option (right to buy)F7 | $12.92 | Nov 6, 2015 | M | 2,750 | D | — | Jan 24, 2021 | Common Stock | 2,750 | 0 | I |
| Stock Option (right to buy)F8 | $12.50 | Nov 6, 2015 | M | 2,063 | D | — | Aug 6, 2022 | Common Stock | 2,063 | 477 | I |
| Stock Option (right to buy)F9 | $25.44 | Nov 6, 2015 | M | 468 | D | — | Oct 20, 2024 | Common Stock | 468 | 1,032 | I |
Explanation of responses
- F1The reported sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Spouse of the reporting person on on August 28, 2015.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.96 to $30.79, inclusive. The reporting person undertakes to provide to Super Micro Computer, Inc., any security holder of Super Micro Computer, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.98 to $30.78, inclusive. The reporting person undertakes to provide to Super Micro Computer, Inc., any security holder of Super Micro Computer, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.90 to $30.77, inclusive. The reporting person undertakes to provide to Super Micro Computer, Inc., any security holder of Super Micro Computer, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (4) to this Form 4.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.90 to $30.11, inclusive. The reporting person undertakes to provide to Super Micro Computer, Inc., any security holder of Super Micro Computer, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (5) to this Form 4.
- F6These 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.
- F7The stock option is fully vested.
- F8The vesting commencement date is 6/30/2012. The option is exercisable at the rate of 1/4th of the shares on the first anniversary of the vesting commencement date and 1/16th at the end of each successive calendar quarter thereafter.
- F9The vesting commencement date is 10/20/2014. The option is exercisable at the rate of 1/4th of the shares on the first anniversary of the vesting commencement date and 1/16th at the end of each successive calendar quarter thereafter.