Liu Liang Chiu-Chu Sara Form 4 Super Micro Computer / Liang Chiu-Chu Sara Liu ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Liu Liang Chiu-Chu Sara

(Last)

(First)

(Middle)

980 ROCK AVENUE

(Street)

SAN JOSE

95131

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2024

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/10/2024		M		197	A	⁽¹⁾	2,911	D
Common Stock	02/10/2024		F		71	D	$740.29	2,840	D
Common Stock	02/10/2024		M		236	A	⁽¹⁾	3,076	D
Common Stock	02/10/2024		F		94	D	$740.29	2,982	D
Common Stock								6,666,417	I	By Spouse

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	02/10/2024		M			197	⁽²⁾	⁽²⁾	Common Stock	197	$0	0	D
Restricted Stock Units	⁽¹⁾	02/10/2024		M			236	⁽³⁾	⁽³⁾	Common Stock	236	$0	1,182	D
Employee Stock Option (right to buy)	$45	02/12/2024		A		200,000		⁽⁴⁾	03/02/2031	Common Stock	200,000	$0	1,000,000	I	By Spouse

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of SMCI common stock.

2. Subject to the Reporting Person's continued service to the Issuer, the restricted stock units vest at the rate of 25% of the total number of units on February 10, 2021 and 1/16th of the total number of units at the end of each of the next twelve 3-month periods thereafter. Vested units are settled in shares of SMCI common stock.

3. Subject to the Reporting Person's continued service to the Issuer, the restricted stock units vest at the rate of 25% of the total number of units on May 10, 2022 and 1/16th of the total number of units at the end of each of the next twelve 3-month periods thereafter. Vested units are settled in shares of SMCI common stock.

4. On March 2, 2021, the Reporting Person's spouse was granted a performance-based stock option award to purchase up to 1,000,000 shares of common stock (the "Award") if and to the extent the five equal tranches of the Award are earned based on the achievement of certain absolute revenue and stock price goals. On February 12, 2024, achievement of the revenue goal for the fifth tranche of 200,000 shares under the Award was certified, which resulted in the creation of the derivative security reported in this filing. The applicable $120 stock price goal achievement for the fifth tranche had previously been certified, and, as a result, the 200,000 shares associated therewith were earned and became exercisable.

Remarks:

	/s/ David E Weigand, Attorney-In-Fact	02/13/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Liu Liang Chiu-Chu Sara Form 4Super Micro Computer / Liang Chiu-Chu Sara Liu ownership change