FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

CLEGG DON W
2. Issuer Name and Ticker or Trading Symbol

Super Micro Computer, Inc. [ SMCI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
SVP, Worldwide Sales
(Last)          (First)          (Middle)

980 ROCK AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

2/14/2024
(Street)

SAN JOSE, CA 95131
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 2/14/2024  M  2,000 A$20.54 4,837 D  
Common Stock 2/14/2024  M  20,000 A$22.1 24,837 D  
Common Stock 2/14/2024  M  6,000 A$30.33 30,837 D  
Common Stock 2/14/2024  S  700 D$863.6971 (1)30,137 D  
Common Stock 2/14/2024  S  900 D$864.6978 (2)29,237 D  
Common Stock 2/14/2024  S  645 D$865.9614 (3)28,592 D  
Common Stock 2/14/2024  S  2,200 D$867.4936 (4)26,392 D  
Common Stock 2/14/2024  S  1,100 D$868.2927 (5)25,292 D  
Common Stock 2/14/2024  S  2,000 D$869.462 (6)23,292 D  
Common Stock 2/14/2024  S  2,357 D$870.1628 (7)20,935 D  
Common Stock 2/14/2024  S  700 D$871.5971 (8)20,235 D  
Common Stock 2/14/2024  S  1,500 D$872.8567 (9)18,735 D  
Common Stock 2/14/2024  S  1,000 D$874.081 (10)17,735 D  
Common Stock 2/14/2024  S  1,500 D$875.17 (11)16,235 D  
Common Stock 2/14/2024  S  3,785 D$876.2417 (12)12,450 D  
Common Stock 2/14/2024  S  2,400 D$877.1242 (13)10,050 D  
Common Stock 2/14/2024  S  800 D$877.9788 (14)9,250 D  
Common Stock 2/14/2024  S  1,175 D$880.5819 (15)8,075 D  
Common Stock 2/14/2024  S  2,339 D$881.4166 (16)5,736 D  
Common Stock 2/14/2024  S  1,700 D$882.3435 (17)4,036 D  
Common Stock 2/14/2024  S  1,326 D$883.6304 (18)2,710 D  
Common Stock 2/14/2024  S  600 D$884.4683 (19)2,110 D  
Common Stock 2/15/2024  M  500 A (20)2,610 D  
Common Stock 2/15/2024  F  254 D$1,004 2,356 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (right to buy) $20.54 2/14/2024  M     2,000   (21)8/3/2026 Common Stock 2,000 $0 0 D  
Employee Stock Option (right to buy) $22.1 2/14/2024  M     20,000   (21)7/31/2028 Common Stock 20,000 $0 0 D  
Employee Stock Option (right to buy) $30.33 2/14/2024  M     6,000   (22)8/4/2030 Common Stock 6,000 $0 1,500 D  
Restricted Stock Units  (20)2/15/2024  M     500   (23) (23)Common Stock 500 $0 0 D  

Explanation of Responses:
(1) The price reported here is a weighted average price. The shares were sold in multiple transactions at prices ranging from $863.11 to $864.00, inclusive. The reporting person undertakes to provide to Super Micro Computer, Inc., any security holder of Super Micro Computer, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
(2) The price reported here is a weighted average price. The shares were sold in multiple transactions at prices ranging from $864.56 to $865.00, inclusive. The reporting person undertakes to provide to Super Micro Computer, Inc., any security holder of Super Micro Computer, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
(3) The price reported here is a weighted average price. The shares were sold in multiple transactions at prices ranging from $865.80 to $866.38, inclusive. The reporting person undertakes to provide to Super Micro Computer, Inc., any security holder of Super Micro Computer, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
(4) The price reported here is a weighted average price. The shares were sold in multiple transactions at prices ranging from $866.89 to $867.88, inclusive. The reporting person undertakes to provide to Super Micro Computer, Inc., any security holder of Super Micro Computer, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
(5) The price reported here is a weighted average price. The shares were sold in multiple transactions at prices ranging from $867.90 to $868.80, inclusive. The reporting person undertakes to provide to Super Micro Computer, Inc., any security holder of Super Micro Computer, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
(6) The price reported here is a weighted average price. The shares were sold in multiple transactions at prices ranging from $868.91 to $869.87, inclusive. The reporting person undertakes to provide to Super Micro Computer, Inc., any security holder of Super Micro Computer, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
(7) The price reported here is a weighted average price. The shares were sold in multiple transactions at prices ranging from $869.93 to $870.89, inclusive. The reporting person undertakes to provide to Super Micro Computer, Inc., any security holder of Super Micro Computer, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
(8) The price reported here is a weighted average price. The shares were sold in multiple transactions at prices ranging from $871.19 to $871.77, inclusive. The reporting person undertakes to provide to Super Micro Computer, Inc., any security holder of Super Micro Computer, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
(9) The price reported here is a weighted average price. The shares were sold in multiple transactions at prices ranging from $872.50 to $873.37, inclusive. The reporting person undertakes to provide to Super Micro Computer, Inc., any security holder of Super Micro Computer, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
(10) The price reported here is a weighted average price. The shares were sold in multiple transactions at prices ranging from $873.65 to $874.49, inclusive. The reporting person undertakes to provide to Super Micro Computer, Inc., any security holder of Super Micro Computer, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
(11) The price reported here is a weighted average price. The shares were sold in multiple transactions at prices ranging from $874.72 to $875.71, inclusive. The reporting person undertakes to provide to Super Micro Computer, Inc., any security holder of Super Micro Computer, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
(12) The price reported here is a weighted average price. The shares were sold in multiple transactions at prices ranging from $875.74 to $876.70, inclusive. The reporting person undertakes to provide to Super Micro Computer, Inc., any security holder of Super Micro Computer, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
(13) The price reported here is a weighted average price. The shares were sold in multiple transactions at prices ranging from $876.75 to $877.74, inclusive. The reporting person undertakes to provide to Super Micro Computer, Inc., any security holder of Super Micro Computer, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
(14) The price reported here is a weighted average price. The shares were sold in multiple transactions at prices ranging from $877.77 to $878.55, inclusive. The reporting person undertakes to provide to Super Micro Computer, Inc., any security holder of Super Micro Computer, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
(15) The price reported here is a weighted average price. The shares were sold in multiple transactions at prices ranging from $879.79 to $880.77, inclusive. The reporting person undertakes to provide to Super Micro Computer, Inc., any security holder of Super Micro Computer, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
(16) The price reported here is a weighted average price. The shares were sold in multiple transactions at prices ranging from $880.82 to $881.70, inclusive. The reporting person undertakes to provide to Super Micro Computer, Inc., any security holder of Super Micro Computer, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
(17) The price reported here is a weighted average price. The shares were sold in multiple transactions at prices ranging from $881.87 to $882.78, inclusive. The reporting person undertakes to provide to Super Micro Computer, Inc., any security holder of Super Micro Computer, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
(18) The price reported here is a weighted average price. The shares were sold in multiple transactions at prices ranging from $882.98 to $883.97, inclusive. The reporting person undertakes to provide to Super Micro Computer, Inc., any security holder of Super Micro Computer, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
(19) The price reported here is a weighted average price. The shares were sold in multiple transactions at prices ranging from $884.00 to $884.85, inclusive. The reporting person undertakes to provide to Super Micro Computer, Inc., any security holder of Super Micro Computer, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
(20) Each restricted stock unit represents a contingent right to receive one share of SMCI common stock.
(21) This stock option is fully vested and exercisable.
(22) 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 May 1, 2021, and 1/16th at the end of each successive calendar quarter thereafter.
(23) 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
CLEGG DON W
980 ROCK AVENUE
SAN JOSE, CA 95131


SVP, Worldwide Sales

Signatures
/s/ Don W. Clegg2/16/2024
**Signature of Reporting PersonDate


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 control number.