SEC Form 4 · accession 0000950103-17-012677
Penguin Solutions, Inc. · PENG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jack A Pacheco
Officer — Executive VP, CFO, COO
Period of report
Dec 19, 2017
Accepted (ET)
Dec 21, 2017 · 6:27 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001616533
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1,F2 | Dec 19, 2017 | A | 24,000 | $0.00 | A | 128,743 | D | |
| Ordinary SharesF2 | Dec 21, 2017 | M | 7,500 | $11.55 | A | 136,243 | D | |
| Ordinary SharesF3,F4,F2 | Dec 21, 2017 | S | 6,000 | $30.93 | D | 130,243 | D | |
| Ordinary SharesF3,F4,F2 | Dec 21, 2017 | S | 1,500 | $31.57 | D | 128,743 | D |
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)F5 | $11.55 | Dec 21, 2017 | M | 7,500 | D | — | May 23, 2026 | Ordinary Shares | 7,500 | 75,753 | D |
Explanation of responses
- F1Award of restricted stock units vests 25% in January 2019, with the remainder vesting in quarterly installments over the subsequent three-year period.
- F2Includes restricted stock units.
- F3Shares sold pursuant to a previously established Rule 10b5-1 Plan.
- F4This is a weighted average sale price. Shares reported in each line item were sold in multiple transactions at prices in the following ranges, respectively: from $30.31 to $31.29; and from $31.32 to $31.90. The reporting person undertakes to provide to the issuer, any security holder of the issuer 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 foregoing ranges.
- F5The original option vested 50% in May 2017 with the remainder vesting quarterly through May 2018.