Mark Adams - 19 Oct 2024 Form 4 Insider Report for Penguin Solutions, Inc. (PENG)

Signature
/s/ Anne Kuykendall as attorney-in-fact for Mark Adams
Issuer symbol
PENG
Transactions as of
19 Oct 2024
Net transactions value
-$1,570,851
Form type
4
Filing time
22 Oct 2024, 19:18:23 UTC
Previous filing
02 Oct 2024
Next filing
17 Dec 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PENG Ordinary Shares Award $0 +93,116 +9.4% $0.000000 1,084,962 19 Oct 2024 Direct F1
transaction PENG Ordinary Shares Tax liability $740,442 -47,192 -4.3% $15.69 1,037,770 19 Oct 2024 Direct F2
transaction PENG Ordinary Shares Tax liability $223,661 -14,255 -1.4% $15.69 1,023,515 20 Oct 2024 Direct F3
transaction PENG Ordinary Shares Tax liability $109,767 -6,996 -0.68% $15.69 1,016,519 20 Oct 2024 Direct F4
transaction PENG Ordinary Shares Tax liability $496,981 -31,675 -3.1% $15.69 984,844 20 Oct 2024 Direct F5
transaction PENG Ordinary Shares Disposed to Issuer $0 -125,000 -13% $0.000000 859,844 20 Oct 2024 Direct F6
holding PENG Ordinary Shares 29,640 19 Oct 2024 The Adams Family Trust
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On October 1, 2021, the reporting person was granted performance-based restricted share units ("PSUs"), the vesting of which is (i) tied to the achievement of total shareholder return goals relative to the performance of the median company in the Russell 2000 Index following the end of a given three-year performance period, and (ii) subject to the reporting person's continued employment through the date of certification of performance by the Compensation Committee of the Issuer's Board of Directors (the "Committee"). On October 19, 2024, the Committee certified the performance goal achievement and determined that 93,116 PSUs were earned by the reporting person and vested as of such date.
F2 Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection with vesting of PSUs. No shares were sold.
F3 Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection with vesting of restricted shares. No shares were sold.
F4 Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection with vesting of restricted share units. No shares were sold.
F5 Reflects shares surrendered to the Issuer to satisfy tax withholding obligations in connection with vesting of performance shares. No shares were sold.
F6 Reflects shares forfeited pursuant to the terms of a previously disclosed performance-based restricted share award due to non-attainment of the applicable performance conditions. No shares were sold.