Super Micro Computer (SMCI) Form 4 Super Micro Computer / Charles Liang 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^*

Liang Charles

(Last) (First) (Middle)

980 ROCK AVENUE

(Street)

SAN JOSE CA 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)
06/30/2020

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/13/2020		G	V	6,250(1)	D	$0	7,212,854	D
Common Stock	05/13/2020		G	V	1,250	A	$0	2,327	I	By Child A
Common Stock	05/13/2020		G	V	1,250	A	$0	2,327	I	By Child B
Common Stock	05/13/2020		G	V	1,250	A	$0	2,327	I	By Child C
Common Stock	05/13/2020		G	V	1,250	A	$0	2,327	I	By Child D
Common Stock	05/13/2020		G	V	1,250	A	$0	2,327	I	By Child E
Common Stock	05/15/2020		G	V	500,000(2)	D	$0	6,712,854	D
Common Stock	06/30/2020		F		2,975(3)	D	$28.39	6,709,879	D
Common Stock								389,341	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This transaction represents gifting a total of 6,250 shares equally divided among the 5 children.

2. This transaction represents charitable contributions by the reporting person.

3. Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of 6,000 performance-based restricted stock units. In January 2020, the reporting person earned 120,000 performance-based restricted stock units based on achievement of applicable performance goals, 96,000 of which vested in January 2020, and the remainder of which generally vest in substantially equal installments on March 31, 2020, June 30, 2020, September 30, 2020, and December 31, 2020. Such performance-based restricted stock units are settled with shares of common stock on a one-for-one basis.

Remarks:

	/s/ Kevin S. Bauer, Attorney-In-Fact	07/02/2020
	** 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.