Netlist, Inc. — Director's Dealing 2023

Mar 17, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETLIST INC (NLST)
CIK: 0001282631
Period of Report: 2023-03-15

Reporting Person: SASAKI GAIL M (Vice President and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-15	Common Stock	S	10318	$3.0686	Disposed	393048	Direct
2023-03-16	Common Stock	A	100000	$0.00	Acquired	493048	Direct
2023-03-17	Common Stock	S	18417	$3.2372	Disposed	474631	Direct
2023-03-17	Common Stock	S	50000	$3.3345	Disposed	424631	Direct

Footnotes

F1: Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs. The "sell to cover" transactions were effected pursuant to a Rule 10b5-1 trading plan.

F2: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.00 to $3.12 per share. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3: These restricted stock units (RSUs) granted on March 16, 2023 vest in installments of 25,000 beginning on March 16, 2024 one time per year through March 16, 2027. The shares will be delivered to the reporting person upon vesting of the RSUs. Each RSU represents a contingent right to receive one share of common stock.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.11 to $3.35 per share. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple tranactions at prices ranging from $3.30 to $3.38 per share. The reporting person undertakes to provide the issuer, any security holder of the issuer, or staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.