SEC FORM 3

SEC FORM 3 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^*

SK TELECOM CO LTD

(Last)

(First)

(Middle)

SK T-TOWER

65, EULJI-RO, JUNG-GU

(Street)

SEOUL

04539

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/13/2024

3. Issuer Name and Ticker or Trading Symbol
Penguin Solutions, Inc. [ PENG ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Convertible Preferred Shares⁽¹⁾	⁽²⁾	⁽³⁾	Ordinary Shares	6,096,103⁽⁴⁾	⁽⁵⁾	I	See footnote⁽⁶⁾

1. Name and Address of Reporting Person^*

SK TELECOM CO LTD

(Last)

(First)

(Middle)

SK T-TOWER

65, EULJI-RO, JUNG-GU

(Street)

SEOUL

04539

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Astra AI Infra LLC

(Last)

(First)

(Middle)

C/O SK TELECOM CO., LTD.

SK T-TOWER 65, EULJI-RO, JUNG-GU

(Street)

SEOUL

04539

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. On December 13, 2024, pursuant to a Securities Purchase Agreement dated as of July 14, 2024 between the Issuer and SK Telecom Co., Ltd., Astra AI Infra LLC, a wholly owned subsidiary of SK Telecom Co., Ltd., paid an aggregate $200 million to purchase 200,000 convertible preferred shares (the "Convertible Preferred Shares") of the Issuer.

2. The Convertible Preferred Shares are convertible at the holder's option into shares of the Issuer's Ordinary Shares having a par value of US$0.03 per share (the "Ordinary Shares").

3. The holder's right to convert does not expire. Upon the occurrence of certain events specified in the Certificate of Designation of the Convertible Preferred Shares of the Issuer (the "Certificate") attached as Exhibit 3.1 to the Issuer's Current Report on Form 8-K filed on December 16, 2024, the Issuer may require mandatory conversion of the Convertible Preferred Shares. In addition, after five years have passed from the Original Issue Date (as defined in the Certificate), the Issuer can repurchase shares of the Convertible Preferred Shares at the Repurchase Price (as defined in the Certificate).

4. The number of Ordinary Shares into which the Convertible Preferred Shares may convert is calculated as of December 13, 2024, and is subject to adjustment, as described in the Certificate.

5. The Convertible Preferred Shares are convertible into such number of Ordinary Shares of the Issuer as is determined by (a) multiplying the number of Convertible Preferred Shares to be converted by the sum of (i) the Accumulated Stated Value, plus (ii) accumulated Compounded Dividends (if such Dividends have not yet been added to the Accumulated Stated Value) and, without duplication, accrued but unpaid Dividends up to, but excluding, the conversion date of such Convertible Preferred Shares to be converted and then (b) dividing the result by the Conversion Price (US$32.80784 initially) in effect at the time of conversion. Capitalized terms used in this footnote 5 are defined in the Certificate.

6. The Convertible Preferred Shares are held directly by Astra AI Infra LLC, which is a wholly owned subsidiary of SK Telecom Co., Ltd.

	/s/ Yang Seob Kim, Yang Seob Kim, SK Telecom Co., Ltd.	12/23/2024
	/s/ Young Sun Go, Young Sun Go, CEO, Astra AI Infra LLC	12/23/2024
	** Signature of Reporting Person	Date
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SEC Form 3 filed by new insider Sk Telecom Co Ltd