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^*

Liaw Yih-Shyan Wally

(Last)

(First)

(Middle)

980 ROCK AVE.

(Street)

SAN JOSE

95131

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/06/2023

3. Issuer Name and Ticker or Trading Symbol
Super Micro Computer, Inc. [ SMCI ]

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

X	Director	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)

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	3,979	D
Common Stock	19,377	I	By Spouse
Common Stock	1,516,805	I	By Liaw Family Trust⁽¹⁾

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)
Employee Stock Option (right to buy)	⁽²⁾	08/02/2032	Common Stock	15,000	$56.16	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	4,813	⁽⁴⁾	D
Employee Stock Option (right to buy)	⁽⁵⁾	10/25/2032	Common Stock	15,000	$67.04	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	5,250	⁽⁴⁾	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	500	⁽⁴⁾	D
Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Common Stock	319	⁽⁴⁾	D

Explanation of Responses:

1. These shares are held in a trust for the benefit of the Reporting Person's children. The Reporting Person and his spouse, Shiow-Meei S. Liaw, are the trustees of the trust.

2. Subject to the Reporting Person's continued service to the Issuer, the total number of shares subject to the option shall vest and become exercisable at the rate of 1/4th of the shares on the first anniversary of the vesting commencement date on August 2, 2022, and 1/16th at the end of each successive calendar quarter thereafter.

3. 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 August 10, 2023 and 1/16th at the end of each successive calendar quarter thereafter. Vested units are settled in shares of SMCI common stock.

4. Each restricted stock unit represents a contingent right to receive one share of SMCI common stock.

5. Subject to the Reporting Person's continued service to the Issuer, the total number of shares subject to the option shall vest and become exercisable at the rate of 1/4th of the shares on the first anniversary of the vesting commencement date on October 25, 2022, and 1/16th at the end of each successive calendar quarter thereafter.

6. 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 November 10, 2023 and 1/16th at the end of each successive calendar quarter thereafter. Vested units are settled in shares of SMCI common stock.

7. Subject to the Reporting Person's continued service to the Issuer, the restricted stock units vest in two equal tranches on August 15, 2023 and February 15, 2024. Vested units are settled in shares of SMCI common stock.

8. Subject to the Reporting Person's continued service to the Issuer, the restricted stock units vest in four equal annual increments on July 1 of each year, beginning on July 1, 2024. Vested units are settled in shares of SMCI common stock.

Remarks:

	/s/ Liaw Yih-Shyan Wally	12/14/2023
	** 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 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.