Edgar Filing: Penumbra Inc

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Wang Walter Charles

2. Issuer Name and Ticker or Trading Symbol
Penumbra Inc [PEN]

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

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

(Last)

(First)

(Middle)

ONE PENUMBRA PLACE, 1351 HARBOR BAY PARKWAY

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2015

(Street)

ALAMEDA, CA 94502

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock ⁽¹⁾	09/23/2015		A		2,000	A	$ 0	8,125	D
Common Stock	09/23/2015		C		122,500	A	⁽²⁾	130,625	D
Common Stock	09/23/2015		C		125,392	A	⁽²⁾	256,017	D
Common Stock	09/23/2015		C		157,791	A	⁽²⁾	413,808	D
Common Stock	09/23/2015		C		105,263	A	⁽²⁾	519,071	D
Common Stock	09/23/2015		C		306,250	A	⁽²⁾	321,562	I	See Footnote ⁽³⁾
Common Stock	09/23/2015		C		313,480	A	⁽²⁾	635,042	I	See Footnote ⁽³⁾
Common Stock	09/23/2015		C		197,239	A	⁽²⁾	832,281	I	See Footnote ⁽³⁾
Common Stock	09/23/2015		C		131,579	A	⁽²⁾	963,860	I	See Footnote ⁽³⁾

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)

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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series B Preferred Stock

⁽²⁾

09/23/2015

122,500

⁽²⁾

Common Stock

122,500

⁽²⁾

Series C Preferred Stock

⁽²⁾

09/23/2015

125,392

⁽²⁾

Common Stock

125,392

⁽²⁾

Series D Preferred Stock

⁽²⁾

09/23/2015

157,791

⁽²⁾

Common Stock

157,791

⁽²⁾

Series E Preferred Stock

⁽²⁾

09/23/2015

105,263

⁽²⁾

Common Stock

105,263

⁽²⁾

Series B Preferred Stock

⁽²⁾

09/23/2015

306,250

⁽²⁾

Common Stock

306,250

⁽²⁾

See Footnote ⁽³⁾

Series C Preferred Stock

⁽²⁾

09/23/2015

313,480

⁽²⁾

Common Stock

313,480

⁽²⁾

See Footnote ⁽³⁾

Series D Preferred Stock

⁽²⁾

09/23/2015

197,239

⁽²⁾

Common Stock

197,239

⁽²⁾

See Footnote ⁽³⁾

Series E Preferred Stock

⁽²⁾

09/23/2015

131,579

⁽²⁾

Common Stock

131,579

⁽²⁾

See Footnote ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Wang Walter Charles ONE PENUMBRA PLACE 1351 HARBOR BAY PARKWAY ALAMEDA, CA 94502	X

Signatures

/s/ Sukhindra Mata, as attorney-in-fact for Walter Charles Wang		09/23/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Restricted stock vests as to 50% of the shares on the date of grant and 1/4 vests on each of September 30, 2015 and December 31, 2015.
(2)	The Series B, Series C, Series D and Series E Preferred Stock automatically converted into Common Stock on a 1:1 basis upon closing of the Issuer's initial public offering of Common Stock and had no expiration date.
(3)	Shares are held by Wang Ventures LLC, of which Mr. Wang is a Member. To the extent Mr. Wang is deemed to have beneficial ownership of any shares held by Wang Ventures LLC, he disclaims beneficial ownership except to the extent of his pecuniary interest therein.

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