| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FLEX | Ordinary Shares | Sale | -$231K | -8.03K | -4.79% | $28.81 | 160K | Mar 13, 2024 | Direct | F1, F2, F3, F4 |
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).
| Id | Content |
|---|---|
| F1 | Price reflects weighted average sales price; actual sales prices ranged from $28.58 to $28.99. The Reporting Person undertakes to provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased or sold at each separate price. |
| F2 | Includes the following: (1) 46,086 unvested restricted share units ("RSUs"), which will vest in two equal annual installments beginning on June 1, 2024; (2) 8,855 unvested RSUs, which will vest on June 14, 2024; and (3) 48,583 unvested RSUs, which will vest in three equal annual installments beginning on June 14, 2024. |
| F3 | Each unvested RSU represents a contingent right to receive one unrestricted, fully transferable share for each vested RSU which has not been previously forfeited. |
| F4 | In connection with the disposition of all remaining shares of Class B Common Stock of Nextracker Inc. ("Nextracker") owned indirectly by the Issuer, effective January 2, 2024 (the "Spin-Off"), and in accordance with the terms of the Second Amended and Restated Employee Matters Agreement by and among the Issuer and the other parties thereto, the number of the Issuer's Ordinary Shares ("Shares") underlying the Reporting Person's RSUs were adjusted to preserve their economic value post-Spin-Off. As a result, the balance reported in this Column 5 includes an additional 23,537 RSUs. Such adjustment is exempt from Section 16 of the Securities Exchange Act of 1934, as amended ("Exchange Act") pursuant to Rule 16a-9 under the Exchange Act. The award will continue to vest on its original schedule and otherwise has substantially the same terms and conditions as the original award. |