Penumbra Inc — Director's Dealing 2016

May 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Penumbra Inc (PEN)
CIK: 0001321732
Period of Report: 2016-05-19

Reporting Person: Evans Robert D. (EVP, Gen. Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-19	Common Stock	P	1538	$25.50	Acquired	2538	Direct
2016-05-20	Common Stock	S	3000	$50.0245	Disposed	288296	Indirect
2016-05-23	Common Stock	S	2000	$51.2558	Disposed	286296	Indirect

Footnotes

F1: The reporting person is reporting the purchase of shares from the issuer pursuant to the issuer's Employee Stock Purchase Plan ("ESPP"), for the ESPP purchase period of September 18, 2015 to May 19, 2016.

F2: This transaction was executed in multiple trades at prices ranging from $50.00 to $50.11. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F3: Shares are held by The 2010 Robert D. Evans and Norma J. Evans Revocable Trust u/d/t dated November 11, 2010.

F4: This transaction was executed in multiple trades at prices ranging from $51.16 to $51.50. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.