Super Micro Computer Inc.

11/01/2024 | Press release | Distributed by Public on 11/01/2024 16:12

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB Number:3235-0287Estimated average burden hours per response...0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Liu Liang Chiu-Chu Sara
2. Issuer Name and Ticker or Trading Symbol
Super Micro Computer, Inc. [SMCI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
980 ROCK AVENUE 		3. Date of Earliest Transaction (Month/Day/Year)
10/30/2024
(Street)
SAN JOSE, CA 95131 		4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 42,340(1) D
Common Stock 10/30/2024 M 1,667,500 A $3.507 68,331,670(1) I By Spouse
Common Stock(2) 10/30/2024 F 928,030 D $33.07 67,403,640(1) I By Spouse
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (3) 10/30/2024 A 6,000 (4) (4) Common Stock 6,000 $ 0 6,000 D
Employee Stock Option (right to buy) $3.507(5) 10/30/2024 M 1,667,500(5) (6) 01/19/2025 Common Stock 1,667,500(5) $ 0 0 I By Spouse

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Liu Liang Chiu-Chu Sara
980 ROCK AVENUE
SAN JOSE, CA 95131 		X X

Signatures

/s/ David E Weigand, Attorney-In-Fact 11/01/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Adjusted to reflect a ten-for-one forward split of the Issuer's common stock effective after market close on September 30, 2024.
(2) These transactions reflect the Reporting Person's spouse's exercise of a stock option granted in 2015 which expires soon. No shares were sold into (or otherwise entered) the public market, and the Reporting Person's spouse did not receive any cash proceeds from this transaction. Instead, the Company withheld shares to pay the exercise price and minimum withholding taxes required by law. All withheld shares were retained by the Company. Of the 1,667,500 shares subject to the option, the Reporting Person's spouse retained 739,470 shares after a total of 928,030 shares were withheld.
(3) Each restricted stock unit represents a contingent right to receive one share of SMCI common stock.
(4) Subject to the Reporting Person's continued service to the Issuer, the restricted stock units vest 100% on October 30, 2025. Vested units are settled in shares of SMCI common stock.
(5) This option was previously reported as covering 10x fewer shares at a 10x greater exercise price, but was equitably adjusted in connection with the ten-for-one forward split.
(6) The stock option is fully vested and exercisable.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.