Form 4 for PENG Penguin Solutions, Inc.
Accepted 2021-07-13 00:00:00 ET · period of report 2021-07-13 · accession 0000899243-21-028266 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| MI | 2021-07-13 | 2021-07-13 | PENG | Silver Lake Sumeru Fund Cayman, L.P. | 10% | S - Sale | $50.50 | -3.00M | 8,229 | -100% | -$151.50M |
| I | 2021-07-13 | 2021-07-13 | PENG | Silver Lake Sumeru Fund Cayman, L.P. | 10% | J - Other | $0.00 | -6,024 | 1.53M | -0.4% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Ordinary Shares | 2021-07-13 | S | D | 1,987,251 | $50.50 | 1,532,933 | I Held through Silver Lake Partners III Cayman (AIV III), L.P. | — | — | (F1) This amount represents a public offering price of $51.00 per share of Ordinary Shares, par value $0.03 per share (the "Ordinary Shares"), of SMART Global Holdings, Inc. (the "Issuer"), less an underwriting discount of $0.50 per share for shares sold in an underwritten public offering. (F9) Mr. Ajay Shah serves as a director of the Issuer and serves as a director of SL Sumeru Offshore Ltd. and may be deemed to beneficially own securities reported herein but disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. (F12) This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. (F5) Silver Lake Technology Associates III Cayman, L.P. ("SLTA III Cayman") is the general partner of SLP III Cayman and SLTI III Cayman. Silver Lake (Offshore) AIV GP III, Ltd. is the general partner of SLTA III Cayman. (F3) These securities are directly held by SLP III Cayman. |
| 2 | Common | Ordinary Shares | 2021-07-13 | S | D | 12,054 | $50.50 | 9,233 | I Technology Investors Sumeru Cayman, L.P. | — | — | (F1) This amount represents a public offering price of $51.00 per share of Ordinary Shares, par value $0.03 per share (the "Ordinary Shares"), of SMART Global Holdings, Inc. (the "Issuer"), less an underwriting discount of $0.50 per share for shares sold in an underwritten public offering. (F9) Mr. Ajay Shah serves as a director of the Issuer and serves as a director of SL Sumeru Offshore Ltd. and may be deemed to beneficially own securities reported herein but disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. (F7) These securities are directly held by Silver Lake Technology Investors Sumeru Cayman, L.P. ("SLTI Sumeru Cayman"). (F12) This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. (F8) Silver Lake Technology Associates Sumeru Cayman, L.P. ("SLTA Sumeru Cayman") is the general partner of SLS Cayman and SLTI Sumeru Cayman. SLTA Sumeru (GP) Cayman, L.P. ("SLTA Sumeru GP Cayman") is the general partner of SLTA Sumeru Cayman, and the general partner of SLTA Sumeru GP Cayman is Silver Lake Sumeru (Offshore) AIV GP, Ltd. ("SL Sumeru Offshore Ltd.") |
| 3 | Common | Ordinary Shares | 2021-07-13 | S | D | 989,953 | $50.50 | 758,335 | I Held through Silver Lake Sumeru Fund Cayman, L.P. | — | — | (F1) This amount represents a public offering price of $51.00 per share of Ordinary Shares, par value $0.03 per share (the "Ordinary Shares"), of SMART Global Holdings, Inc. (the "Issuer"), less an underwriting discount of $0.50 per share for shares sold in an underwritten public offering. (F9) Mr. Ajay Shah serves as a director of the Issuer and serves as a director of SL Sumeru Offshore Ltd. and may be deemed to beneficially own securities reported herein but disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. (F6) These securities are directly held by Silver Lake Sumeru Fund Cayman, L.P. ("SLS Cayman"). (F12) This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. (F8) Silver Lake Technology Associates Sumeru Cayman, L.P. ("SLTA Sumeru Cayman") is the general partner of SLS Cayman and SLTI Sumeru Cayman. SLTA Sumeru (GP) Cayman, L.P. ("SLTA Sumeru GP Cayman") is the general partner of SLTA Sumeru Cayman, and the general partner of SLTA Sumeru GP Cayman is Silver Lake Sumeru (Offshore) AIV GP, Ltd. ("SL Sumeru Offshore Ltd.") |
| 4 | Common | Ordinary Shares | 2021-07-13 | S | D | 10,742 | $50.50 | 8,229 | I Held through Silver Lake Technology Investors III Cayman, L.P. | — | — | (F1) This amount represents a public offering price of $51.00 per share of Ordinary Shares, par value $0.03 per share (the "Ordinary Shares"), of SMART Global Holdings, Inc. (the "Issuer"), less an underwriting discount of $0.50 per share for shares sold in an underwritten public offering. (F9) Mr. Ajay Shah serves as a director of the Issuer and serves as a director of SL Sumeru Offshore Ltd. and may be deemed to beneficially own securities reported herein but disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. (F12) This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. (F5) Silver Lake Technology Associates III Cayman, L.P. ("SLTA III Cayman") is the general partner of SLP III Cayman and SLTI III Cayman. Silver Lake (Offshore) AIV GP III, Ltd. is the general partner of SLTA III Cayman. (F4) These securities are directly held by Silver Lake Technology Investors III Cayman, L.P. ("SLTI III Cayman"). |
| 5 | Common | Ordinary Shares | 2021-07-13 | J | D | 6,024 | $0.00 | 1,526,909 | I Held through Silver Lake Partners III Cayman (AIV III), L.P. | — | — | (F9) Mr. Ajay Shah serves as a director of the Issuer and serves as a director of SL Sumeru Offshore Ltd. and may be deemed to beneficially own securities reported herein but disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. (F12) This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. (F5) Silver Lake Technology Associates III Cayman, L.P. ("SLTA III Cayman") is the general partner of SLP III Cayman and SLTI III Cayman. Silver Lake (Offshore) AIV GP III, Ltd. is the general partner of SLTA III Cayman. (F3) These securities are directly held by SLP III Cayman. |