SEC Form 3
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*
CLEGG DON W

(Last) (First) (Middle)
980 ROCK AVENUE

(Street)
SAN JOSE CA 95131

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/15/2019
3. Issuer Name and Ticker or Trading Symbol
Super Micro Computer, Inc. [ SMCI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Worldwide Sales
5. 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 Beneficially Owned
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)
Common Stock 4,374 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Stock Option (right to buy) (1) 08/02/2020 Common Stock 14,970 $13.61 D
Stock Option (right to buy) (2) 08/06/2022 Common Stock 6,800 $12.5 D
Stock Option (right to buy) (3) 08/04/2024 Common Stock 6,000 $26.75 D
Stock Option (right to buy) (4) 08/03/2026 Common Stock 4,000 $20.54 D
Restricted Stock Units (5) (5) Common Stock 304 (6) D
Stock Option (right to buy) (7) 07/31/2028 Common Stock 20,000 $22.1 D
Restricted Stock Units (8) (8) Common Stock 6,000 $0.0(6) D
Explanation of Responses:
1. The vesting commencement date is April 17, 2010. The option is exercisable at the rate of 1/4th of the shares on the first anniversary of the vesting commencement date and 1/16th at the end of each successive calendar quarter thereafter.
2. The vesting commencement date is April 16, 2012. The option is exercisable at the rate of 1/4th of the shares on the first anniversary of the vesting commencement date and 1/16th at the end of each successive calendar quarter thereafter.
3. The vesting commencement date is April 17, 2014. The option is exercisable at the rate of 1/4th of the shares on the first anniversary of the vesting commencement date and 1/16th at the end of each successive calendar quarter thereafter.
4. The vesting commencement date is April 17, 2016. The option is exercisable at the rate of 1/4th of the shares on the first anniversary of the vesting commencement date and 1/16th at the end of each successive calendar quarter thereafter.
5. 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 16, 2016 and and 1/16th at the end of each successive calendar quarter thereafter. Vested units are settled in shares of SMCI common stock.
6. Each restricted stock unit represents a contingent right to receive one share of SMCI common stock.
7. The vesting commencement date is May 1, 2018. The option is exercisable at the rate of 1/4th of the shares on the first anniversary of the vesting commencement date and 1/16th at the end of each successive calendar quarter thereafter.
8. 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 16, 2018 and and 1/16th at the end of each successive calendar quarter thereafter. Vested units are settled in shares of SMCI common stock.
Remarks:
/s/ Christine Nguyen, by power of attorney 05/20/2019
** 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.