| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/13/2024 |
3. Issuer Name and Ticker or Trading Symbol
Penguin Solutions, Inc. [ PENG ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Convertible Preferred Shares(1) | (2) | (3) | Ordinary Shares | 6,096,103(4) | (5) | I | See footnote(6) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On December 13, 2024, pursuant to a Securities Purchase Agreement dated as of July 14, 2024 between the Issuer and SK Telecom Co., Ltd., Astra AI Infra LLC, a wholly owned subsidiary of SK Telecom Co., Ltd., paid an aggregate $200 million to purchase 200,000 convertible preferred shares (the "Convertible Preferred Shares") of the Issuer. |
| 2. The Convertible Preferred Shares are convertible at the holder's option into shares of the Issuer's Ordinary Shares having a par value of US$0.03 per share (the "Ordinary Shares"). |
| 3. The holder's right to convert does not expire. Upon the occurrence of certain events specified in the Certificate of Designation of the Convertible Preferred Shares of the Issuer (the "Certificate") attached as Exhibit 3.1 to the Issuer's Current Report on Form 8-K filed on December 16, 2024, the Issuer may require mandatory conversion of the Convertible Preferred Shares. In addition, after five years have passed from the Original Issue Date (as defined in the Certificate), the Issuer can repurchase shares of the Convertible Preferred Shares at the Repurchase Price (as defined in the Certificate). |
| 4. The number of Ordinary Shares into which the Convertible Preferred Shares may convert is calculated as of December 13, 2024, and is subject to adjustment, as described in the Certificate. |
| 5. The Convertible Preferred Shares are convertible into such number of Ordinary Shares of the Issuer as is determined by (a) multiplying the number of Convertible Preferred Shares to be converted by the sum of (i) the Accumulated Stated Value, plus (ii) accumulated Compounded Dividends (if such Dividends have not yet been added to the Accumulated Stated Value) and, without duplication, accrued but unpaid Dividends up to, but excluding, the conversion date of such Convertible Preferred Shares to be converted and then (b) dividing the result by the Conversion Price (US$32.80784 initially) in effect at the time of conversion. Capitalized terms used in this footnote 5 are defined in the Certificate. |
| 6. The Convertible Preferred Shares are held directly by Astra AI Infra LLC, which is a wholly owned subsidiary of SK Telecom Co., Ltd. |
| /s/ Yang Seob Kim, Yang Seob Kim, SK Telecom Co., Ltd. | 12/23/2024 | |
| /s/ Young Sun Go, Young Sun Go, CEO, Astra AI Infra LLC | 12/23/2024 | |
| ** 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 5 (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. | ||
