| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FLEX | Ordinary Shares | Award | $0 | +78.1K | +16.79% | $0.00 | 543K | May 8, 2024 | Direct | F1 |
| transaction | FLEX | Ordinary Shares | Sale | -$1.02M | -35.7K | -6.57% | $28.65 | 508K | May 9, 2024 | Direct | F2, F3, F4, F5, F6 |
| Id | Content |
|---|---|
| F1 | On June 9, 2021, the Reporting Person was awarded performance-based restricted share units ("PSUs") within a preset range, with the actual number contingent upon the achievement of a certain performance criterion with respect to the three-year performance period ending on March 31, 2024. The Issuer certified the achievement of the performance criterion, and the PSUs vested on, May 8, 2024, and were subject to applicable taxes upon delivery. |
| F2 | The sale reported in this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of PSUs. |
| F3 | Price reflects weighted average purchase price; actual purchase prices ranged from $28.48 to $28.88. 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. |
| F4 | Includes the following: (1) 63,369 unvested restricted share units ("RSUs"), which will vest in two equal annual installments beginning on June 1, 2024; (2) 26,046 unvested RSUs, which will vest on June 9, 2024; and (3) 60,121 unvested RSUs, which will vest in three equal annual installments beginning on June 14, 2024. |
| F5 | Each unvested RSU represents a contingent right to receive one unrestricted, fully transferable share for each vested RSU which has not been previously forfeited. |
| F6 | 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 33,997 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. |