SEC FORM 4

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^*

Liang Charles

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/17/2023

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	01/17/2023		M⁽¹⁾⁽²⁾		83,044	A	$20.7	6,718,273	D
Common Stock	01/17/2023		S⁽¹⁾⁽²⁾		12,201	D	$80.9229⁽³⁾	6,706,072	D
Common Stock	01/17/2023		S⁽¹⁾⁽²⁾		13,328	D	$81.9548⁽⁴⁾	6,692,744	D
Common Stock	01/17/2023		S⁽¹⁾⁽²⁾		10,825	D	$82.7874⁽⁵⁾	6,681,919	D
Common Stock	01/17/2023		S⁽¹⁾⁽²⁾		10,679	D	$84.0412⁽⁶⁾	6,671,240	D
Common Stock	01/17/2023		S⁽¹⁾⁽²⁾		2,967	D	$84.688⁽⁷⁾	6,668,273	D
Common Stock	01/18/2023		M⁽¹⁾⁽²⁾		80,150	A	$20.7	6,748,423	D
Common Stock	01/18/2023		S⁽¹⁾⁽²⁾		14,605	D	$79.0491⁽⁸⁾	6,733,818	D
Common Stock	01/18/2023		S⁽¹⁾⁽²⁾		10,937	D	$80.3801⁽⁹⁾	6,722,881	D
Common Stock	01/18/2023		S⁽¹⁾⁽²⁾		3,763	D	$81.232⁽¹⁰⁾	6,719,118	D
Common Stock	01/18/2023		S⁽¹⁾⁽²⁾		3,045	D	$82.2804⁽¹¹⁾	6,716,073	D
Common Stock	01/18/2023		S⁽¹⁾⁽²⁾		5,518	D	$83.4841⁽¹²⁾	6,710,555	D
Common Stock	01/18/2023		S⁽¹⁾⁽²⁾		7,077	D	$85.4388⁽¹³⁾	6,703,478	D
Common Stock	01/18/2023		S⁽¹⁾⁽²⁾		4,855	D	$86.2435⁽¹⁴⁾	6,698,623	D
Common Stock	01/18/2023		S⁽¹⁾⁽²⁾		200	D	$86.8	6,698,423	D
Common Stock								2,863	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)
Employee Stock Option (right to buy)	$20.7	01/17/2023		M			83,044	⁽¹⁵⁾	01/21/2023	Common Stock	83,044	$0	148,216	D
Employee Stock Option (right to buy)	$20.7	01/18/2023		M			80,150	⁽¹⁵⁾	01/21/2023	Common Stock	80,150	$0	68,066	D

Explanation of Responses:

1. The stock option exercises and broker-assisted sales transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in November 2022 during the Company's open window period (the "Trading Plan").

2. As of January 16, 2023, the Reporting Person held 231,260 in the money stock options that expire on January 21, 2023. Such stock options had originally been issued on January 21, 2013 at an exercise price of $20.70. Under the Trading Plan, the broker was instructed to sell just the amount of shares necessary to cover the option cost, taxes, commissions and fees of the stock options exercised under the Trading Plan (the "Program"). Following all such transactions reported in this Form 4, the amount of securities beneficially owned directly by the reporting person increased to 6,698,423 from 6,635,229 reported in the prior Form 4 filed by the reporting person on January 6, 2023.

3. The price reported here is a weighted average price. In connection with the Program, the shares reported in this Form 4 were sold in multiple transactions at prices ranging from $80.4198 to $81.39, inclusive. The reporting person undertakes to provide to Super Micro Computer, Inc., any security holder of Super Micro Computer, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

4. The price reported here is a weighted average price. In connection with the Program, the shares reported in this Form 4 were sold in multiple transactions at prices ranging from $81.4405 to $82.4359, inclusive. The reporting person undertakes to provide to Super Micro Computer, Inc., any security holder of Super Micro Computer, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

5. The price reported here is a weighted average price. In connection with the Program, the shares reported in this Form 4 were sold in multiple transactions at prices ranging from $82.45 to $83.4268, inclusive. The reporting person undertakes to provide to Super Micro Computer, Inc., any security holder of Super Micro Computer, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

6. The price reported here is a weighted average price. In connection with the Program, the shares reported in this Form 4 were sold in multiple transactions at prices ranging from $83.4532 to $84.44, inclusive. The reporting person undertakes to provide to Super Micro Computer, Inc., any security holder of Super Micro Computer, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

7. The price reported here is a weighted average price. In connection with the Program, the shares reported in this Form 4 were sold in multiple transactions at prices ranging from $84.46 to $84.87, inclusive. The reporting person undertakes to provide to Super Micro Computer, Inc., any security holder of Super Micro Computer, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

8. The price reported here is a weighted average price. In connection with the Program, the shares reported in this Form 4 were sold in multiple transactions at prices ranging from $78.67 to $79.64, inclusive. The reporting person undertakes to provide to Super Micro Computer, Inc., any security holder of Super Micro Computer, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

9. The price reported here is a weighted average price. In connection with the Program, the shares reported in this Form 4 were sold in multiple transactions at prices ranging from $79.77 to $80.7679, inclusive. The reporting person undertakes to provide to Super Micro Computer, Inc., any security holder of Super Micro Computer, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

10. The price reported here is a weighted average price. In connection with the Program, the shares reported in this Form 4 were sold in multiple transactions at prices ranging from $80.77 to $81.60, inclusive. The reporting person undertakes to provide to Super Micro Computer, Inc., any security holder of Super Micro Computer, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

11. The price reported here is a weighted average price. In connection with the Program, the shares reported in this Form 4 were sold in multiple transactions at prices ranging from $81.90 to $82.5734, inclusive. The reporting person undertakes to provide to Super Micro Computer, Inc., any security holder of Super Micro Computer, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

12. The price reported here is a weighted average price. In connection with the Program, the shares reported in this Form 4 were sold in multiple transactions at prices ranging from $83.1246 to $84.0504, inclusive. The reporting person undertakes to provide to Super Micro Computer, Inc., any security holder of Super Micro Computer, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

13. The price reported here is a weighted average price. In connection with the Program, the shares reported in this Form 4 were sold in multiple transactions at prices ranging from $84.78 to $85.7753, inclusive. The reporting person undertakes to provide to Super Micro Computer, Inc., any security holder of Super Micro Computer, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

14. The price reported here is a weighted average price. In connection with the Program, the shares reported in this Form 4 were sold in multiple transactions at prices ranging from $85.78 to $86.76, inclusive. The reporting person undertakes to provide to Super Micro Computer, Inc., any security holder of Super Micro Computer, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

15. This stock option is fully vested and exercisable.

Remarks:

	/s/ David E Weigand, Attorney-In-Fact	01/19/2023
	** 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.
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