11/02/2026 | Press release | Distributed by Public on 11/02/2026 05:16
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Convertible Preferred Stock | (1) | 10/29/2026 | S | 200,000(2) | (4) | (5) | Common Stock | (1) | $1,885.81 | 0 | I | See footnote(3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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SK TELECOM CO LTD SK T-TOWER 65, EULJI-RO, JUNG-GU SEOUL 04539 |
Former 10% Owner | |||
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Astra AI Infra LLC C/O SK TELECOM CO., LTD., SK T-TOWER, 65, EULJI-RO, JUNG-GU SEOUL 04539 |
Former 10% Owner | |||
| /s/ Jong Suk Park, Jong Suk Park, CFO, SK Telecom Co., Ltd. | 11/02/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Jae Shin Lee, Jae Shin Lee, CEO, Astra AI Infra LLC | 11/02/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The Convertible Preferred Stock (the "Convertible Preferred Stock"), par value $0.03 per share, of Penguin Solutions, Inc. (the "Issuer") is convertible at the holder's option into shares of the Issuer's Common Stock, par value $0.03 per share (the "Common Stock"), at a conversion price determined in accordance with the Certificate of Designation of the Convertible Preferred Stock (the "Certificate of Designation"). The number of shares of Common Stock issuable upon conversion may vary in accordance with the terms of the Certificate of Designation. |
| (2) | On October 29, 2026, Astra AI Infra LLC ("Astra"), a wholly owned subsidiary of SK Telecom Co., Ltd., sold all 200,000 shares of Convertible Preferred Stock to SHIFTIX1 LLC in a privately negotiated transaction pursuant to a Stock Transfer Agreement dated as of July 27, 2026. SHIFTIX1 is an indirectly wholly-owned subsidiary of SK hynix NAND Product Solutions Corp., and SK hynix NAND Product Solutions Corp. is a majority-owned subsidiary of SK hynix Inc. The aggregate Purchase Price was $377,162,666, or $1,885.81 per share of Convertible Preferred Stock. Following such sale, the Reporting Persons ceased to beneficially own any securities of the Issuer. |
| (3) | The Convertible Preferred Stock was held directly by Astra and indirectly by SK Telecom Co., Ltd., which wholly owns Astra. |
| (4) | The Convertible Preferred Stock is convertible into Common Stock at the holder's option at any time, subject to the terms of the Certificate of Designation. |
| (5) | The conversion right has no fixed expiration date. The Issuer may require conversion or redeem the Convertible Preferred Stock in the circumstances specified in the Certificate of Designation. |