SEC Form 4 · accession 0000899243-18-009579
Penguin Solutions, Inc. · PENG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1,F3,F7,F10 | Apr 3, 2018 | S | 1,326,186 | $45.20 | D | 6,138,094 | I | Held through Silver Lake Partners III Cayman (AIV III), L.P. |
| Ordinary SharesF2,F3,F7,F10 | Apr 3, 2018 | S | 7,147 | $45.20 | D | 33,077 | I | Held through Silver Lake Technology Investors III Cayman, L.P. |
| Ordinary SharesF4,F6,F7,F10 | Apr 3, 2018 | S | 658,647 | $45.20 | D | 3,048,465 | I | Held through Silver Lake Sumeru Fund Cayman, L.P. |
| Ordinary SharesF5,F6,F7,F10 | Apr 3, 2018 | S | 8,020 | $45.20 | D | 37,119 | I | Held through Silver Lake Technology Investors Sumeru Cayman, L.P. |
| Ordinary SharesF8,F10 | holding | — | — | — | 188,950 | I | See footnotes | |
| Ordinary SharesF9 | holding | — | — | — | 4,182 | D |
Table II — derivative securities
Explanation of responses
- F1These securities are directly held by Silver Lake Partners III Cayman (AIV III), L.P. ("SLP III Cayman").
- F10This 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 Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
- F2These securities are directly held by Silver Lake Technology Investors III Cayman, L.P. ("SLTI III Cayman").
- F3Silver Lake Technology Associates III Cayman, L.P. ("SLTA III Cayman") is the general partner of SLP III Cayman and SLTI III Cayman. Silver Lake (Offshore) AIV GP III, Ltd. is the general partner of SLTA III Cayman.
- F4These securities are directly held by Silver Lake Sumeru Fund Cayman, L.P. ("SLS Cayman").
- F5These securities are directly held by Silver Lake Technology Investors Sumeru Cayman, L.P. ("SLTI Sumeru Cayman").
- F6Silver Lake Technology Associates Sumeru Cayman, L.P. ("SLTA Sumeru Cayman") is the general partner of SLS Cayman and SLTI Sumeru Cayman. SLTA Sumeru (GP) Cayman, L.P. ("SLTA Sumeru GP Cayman") is the general partner of SLTA Sumeru Cayman, and the general partner of SLTA Sumeru GP Cayman is Silver Lake Sumeru (Offshore) AIV GP, Ltd. ("SL Sumeru Offshore Ltd.").
- F7Messrs. Kenneth Hao, Ajay Shah and Paul Mercadante each serves as a director of the Issuer, and Mr. Shah serves as Co-Chief Executive Officer of the Issuer, and also each serves as a director of SL Sumeru Offshore Ltd. and/or Silver Lake (Offshore) AIV GP III, Ltd. and each may be deemed to beneficially own any securities beneficially owned by SL Sumeru Offshore Ltd. and/or Silver Lake (Offshore) AIV GP III, Ltd. but each disclaims beneficial ownership of such securities, except to the extent of his respective pecuniary interest therein.
- F8These securities are held through trusts for the benefit of Mr. Shah and his family.
- F9These securities are held by Mr. Shah directly.
Remarks
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. As required, this Form 4 reports all direct and indirect transactions of the Reporting Persons, including the indirect transactions through SLP III Cayman and SLTI III Cayman, which are not included as Reporting Persons on this Form 4 because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system. Silver Lake (Offshore) AIV GP III, Ltd., SLTA III Cayman, SLP III Cayman, SLTI III Cayman and Mr. Hao have filed a separate Form 4, in which the direct and indirect transactions and ownership of those filers are separately reported, in addition to being reported on this Form 4.