SEC Form 4 · accession 0000899243-18-007722
Penguin Solutions, Inc. · PENG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ajay Shah
Officer — Co-Chief Executive Officer · Director
Period of report
Mar 14, 2018
Accepted (ET)
Mar 16, 2018 · 4:55 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001616533
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Options (right to buy)F1,F2 | $39.82 | Mar 14, 2018 | A | 900,000 | A | — | Mar 14, 2028 | Ordinary Shares | 900,000 | 900,000 | D |
Explanation of responses
- F1Consists of (i) 450,000 time-based options which will vest in four equal tranches of 25% on each annual anniversary of the grant date, (ii) 225,000 performance-based options eligible to vest in four equal tranches of 25% on each annual anniversary of the grant date if the 30 trading day rolling average closing price of an ordinary share of SMART Global Holdings, Inc. (the "Issuer") equals or exceeds 150% of the exercise price (such 30 trading day average, the "150% Price Target") at any time during the four year period following the grant date provided that if the 150% Price Target is satisfied after any annual vesting date for any portion of the options, such prior portion or portions will vest upon achievement of the 150% Price Target, (continued in footnote 2 below)
- F2(continued from footnote 1 above) and (iii) 225,000 performance-based options which options will be eligible to vest in four equal tranches of 25% on each annual anniversary of the grant date if the 30 trading day rolling average closing price of an ordinary share of the Issuer equals or exceeds 200% of the exercise price (such 30 trading day average, the "200% Price Target") at any time during the seven year period following the grant date provided that if the 200% Price Target is satisfied after any annual vesting date for any portion of the options, such prior portion or portions will vest upon achievement of the 200% Price Target. In each case, the awards provide that Mr. Shah must be serving as Chief Executive Officer or Co-Chief Executive Officer of the Issuer at the time of vesting and contain certain acceleration provisions in the event of a termination without cause or for good reason.
Remarks
This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, that the Reporting Person is the beneficial owner of any equity securities in excess of his pecuniary interest, and the Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.