Kwang Hooi Tan Form 4 FLEX / Kwang Hooi Tan 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^*

Tan Kwang Hooi

(Last)

(First)

(Middle)

C/O FLEXTRONICS INTERNATIONAL USA, INC.

12455G RESEARCH BLVD

(Street)

AUSTIN

78759

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FLEX LTD. [ FLEX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Group President

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2024

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)
Ordinary Shares	05/07/2024		S		8,027	D	$29.2888⁽¹⁾	151,691	D
Ordinary Shares	05/08/2024		A		26,564⁽²⁾	A	$0	178,255	D
Ordinary Shares	05/09/2024		S⁽³⁾		14,599	D	$28.6512⁽⁴⁾	163,656⁽⁵⁾⁽⁶⁾	D

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)

Explanation of Responses:

1. Price reflects weighted average sales price; actual sales prices ranged from $29.04 to $29.71. The Reporting Person undertakes to provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased or sold at each separate price.

2. On June 9, 2021, the Reporting Person was awarded performance-based restricted share units ("PSUs") within a preset range, with the actual number contingent upon the achievement of a certain performance criterion with respect to the three-year performance period ending on March 31, 2024. The Issuer certified the achievement of the performance criterion, and the PSUs vested on, May 8, 2024, and were subject to applicable taxes upon delivery.

3. The sale reported in this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of PSUs.

4. Price reflects weighted average sales price; actual sales prices ranged from $28.48 to $28.87. The Reporting Person undertakes to provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased or sold at each separate price.

5. Includes the following: (1) 46,086 unvested restricted share units ("RSUs"), which will vest in two equal annual installments beginning on June 1, 2024; (2) 8,855 unvested RSUs, which will vest on June 14, 2024; and (3) 48,583 unvested RSUs, which will vest in three equal annual installments beginning on June 14, 2024.

6. Each unvested RSU represents a contingent right to receive one unrestricted, fully transferable share for each vested RSU which has not been previously forfeited.

Remarks:

	/s/ Tan Kwang Hooi, by Kristine Murphy as attorney-in-fact	05/09/2024
	** 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.

Kwang Hooi Tan Form 4FLEX / Kwang Hooi Tan ownership change