Sk Telecom Co Ltd - Dec 13, 2024 Form 3 Insider Report for Penguin Solutions, Inc. (PENG)

Role: 10%+ Owner
Signature: /s/ Yang Seob Kim, Yang Seob Kim, SK Telecom Co., Ltd.
Stock symbol: PENG
Transactions as of: Dec 13, 2024
Transactions value $: $0
Form type: 3
Date filed: 12/23/2024, 06:05 AM

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
holding	PENG	Convertible Preferred Shares							Dec 13, 2024	Ordinary Shares	6.1M		See footnote	F1, F2, F3, F4, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On December 13, 2024, pursuant to a Securities Purchase Agreement dated as of July 14, 2024 between the Issuer and SK Telecom Co., Ltd., Astra AI Infra LLC, a wholly owned subsidiary of SK Telecom Co., Ltd., paid an aggregate $200 million to purchase 200,000 convertible preferred shares (the "Convertible Preferred Shares") of the Issuer.
F2	The Convertible Preferred Shares are convertible at the holder's option into shares of the Issuer's Ordinary Shares having a par value of US$0.03 per share (the "Ordinary Shares").
F3	The holder's right to convert does not expire. Upon the occurrence of certain events specified in the Certificate of Designation of the Convertible Preferred Shares of the Issuer (the "Certificate") attached as Exhibit 3.1 to the Issuer's Current Report on Form 8-K filed on December 16, 2024, the Issuer may require mandatory conversion of the Convertible Preferred Shares. In addition, after five years have passed from the Original Issue Date (as defined in the Certificate), the Issuer can repurchase shares of the Convertible Preferred Shares at the Repurchase Price (as defined in the Certificate).
F4	The number of Ordinary Shares into which the Convertible Preferred Shares may convert is calculated as of December 13, 2024, and is subject to adjustment, as described in the Certificate.
F5	The Convertible Preferred Shares are convertible into such number of Ordinary Shares of the Issuer as is determined by (a) multiplying the number of Convertible Preferred Shares to be converted by the sum of (i) the Accumulated Stated Value, plus (ii) accumulated Compounded Dividends (if such Dividends have not yet been added to the Accumulated Stated Value) and, without duplication, accrued but unpaid Dividends up to, but excluding, the conversion date of such Convertible Preferred Shares to be converted and then (b) dividing the result by the Conversion Price (US$32.80784 initially) in effect at the time of conversion. Capitalized terms used in this footnote 5 are defined in the Certificate.
F6	The Convertible Preferred Shares are held directly by Astra AI Infra LLC, which is a wholly owned subsidiary of SK Telecom Co., Ltd.