SEC Form 4 · accession 0000950103-18-011890
Penguin Solutions, Inc. · PENG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Iain MacKenzie
Director
Period of report
Oct 5, 2018
Accepted (ET)
Oct 10, 2018 · 7:43 pm EDT
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 | Oct 5, 2018 | M | 5,764 | $2.64 | A | 375,737 | D | |
| Ordinary Shares | Oct 5, 2018 | M | 4,500 | $22.47 | A | 380,237 | D | |
| Ordinary Shares | Oct 5, 2018 | M | 21,420 | $11.55 | A | 401,657 | D | |
| Ordinary SharesF2 | Oct 5, 2018 | S | 31,684 | $35.01 | D | 369,973 | 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)F3 | $2.64 | Oct 5, 2018 | M | 5,764 | D | — | Sep 27, 2020 | Ordinary Shares | 5,764 | 9,819 | D |
| Employee Stock Options (right to buy)F4,F5 | $22.47 | Oct 5, 2018 | M | 4,500 | D | — | Oct 26, 2019 | Ordinary Shares | 4,500 | 14,884 | D |
| Employee Stock Options (right to buy)F6 | $11.55 | Oct 5, 2018 | M | 21,420 | D | — | May 23, 2026 | Ordinary Shares | 21,420 | 170,113 | D |
Explanation of responses
- F1The transactions reported herein were effected pursuant to a previously established Rule 10b5-1 Plan adopted by the reporting person on 12/27/17 as modified on 04/07/18.
- F2The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $35.00 to $35.01. 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 such range.
- F3This option became exercisable in monthly installments from October 28, 2010 through September 28, 2014.
- F4The exercise price for this option was incorrectly listed as $2.64 in the reporting person's Form 3.
- F5This option became exercisable during a period ending on October 31, 2015.
- F6This option became exercisable on May 23, 2017 as to 50% of the award. The remainder became exercisable in equal quarterly installments through May 23, 2018.