Jack A. Pacheco - Jan 20, 2025 Form 4 Insider Report for Penguin Solutions, Inc. (PENG)

Role
EVP, COO, Pres, Integrated Mem
Signature
/s/ Anne Kuykendall as attorney-in-fact for Jack A. Pacheco
Stock symbol
PENG
Transactions as of
Jan 20, 2025
Transactions value $
-$166,211
Form type
4
Date filed
1/22/2025, 07:39 PM
Previous filing
Dec 27, 2024
Next filing
Feb 21, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PENG Ordinary Shares Tax liability -$90.5K -4.41K -1.87% $20.51 232K Jan 20, 2025 Direct F1
transaction PENG Ordinary Shares Options Exercise $61.3K +6.67K +2.88% $9.20 238K Jan 21, 2025 Direct
transaction PENG Ordinary Shares Sale -$137K -6.67K -2.8% $20.55 232K Jan 21, 2025 Direct F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PENG Employee Stock Option (right to buy) Options Exercise $0 -6.67K -33.34% $0.00 13.3K Jan 21, 2025 Ordinary Shares 6.67K $9.20 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection with vesting of restricted share units. No shares were sold.
F2 This transaction was effected pursuant to a previously established Rule 10b5-1 Plan adopted by the reporting person on April 26, 2024.
F3 This transaction was executed in multiple trades at prices ranging from $20.32 to $20.72. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
F4 The option vested and became exercisable as to 25% on March 12, 2021, and the remaining shares vested monthly and became exercisable over three years beginning March 12, 2021.