Penumbra Inc — Director's Dealing 2017

Feb 9, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Penumbra Inc (PEN)
CIK: 0001321732
Period of Report: 2017-02-07

Reporting Person: Davis Daniel Donen (President, North America)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-07	Common Stock	S	1000	$68.90	Disposed	44241	Direct
2017-02-07	Common Stock	S	300	$69.58	Disposed	43941	Direct
2017-02-08	Common Stock	M	3624	$12.36	Acquired	47565	Direct
2017-02-08	Common Stock	S	700	$68.64	Disposed	46865	Direct
2017-02-08	Common Stock	S	2157	$69.86	Disposed	44708	Direct
2017-02-08	Common Stock	S	767	$70.17	Disposed	43941	Direct
2017-02-09	Common Stock	M	2800	$12.36	Acquired	46741	Direct
2017-02-09	Common Stock	S	200	$69.55	Disposed	46541	Direct
2017-02-09	Common Stock	S	300	$70.62	Disposed	46241	Direct
2017-02-09	Common Stock	S	1099	$71.89	Disposed	45142	Direct
2017-02-09	Common Stock	S	1201	$72.17	Disposed	43941	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-08	Stock Option (right to buy)	$12.36	M	3624	Disposed	2025-03-22	Common Stock (3624.0)	Direct
2017-02-09	Stock Option (right to buy)	$12.36	M	2800	Disposed	2025-03-22	Common Stock (2800.0)	Direct

Footnotes

F1: The sales were effected pursuant to the Reporting Person's Rule 10b5-1 trading plan.

F2: This transaction was executed in multiple trades at prices ranging from $68.35 to $69.25. 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: A portion of these shares is subject to vesting.

F4: This transaction was executed in multiple trades at prices ranging from $69.45 to $69.75. 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.

F5: This transaction was executed in multiple trades at prices ranging from $68.15 to $69.05. 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.

F6: This transaction was executed in multiple trades at prices ranging from $69.15 to $70.13. 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.

F7: This transaction was executed in multiple trades at prices ranging from $70.15 to $70.20. 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.

F8: This transaction was executed in multiple trades at prices ranging from $69.10 to $70.00. 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.

F9: This transaction was executed in multiple trades at prices ranging from $70.40 to $71.00. 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.

F10: This transaction was executed in multiple trades at prices ranging from $71.60 to $72.05. 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.

F11: This transaction was executed in multiple trades at prices ranging from $72.10 to $72.25. 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.

F12: The original option grant vests over four years, with 25% of the shares vesting on January 26, 2016 and 1/48 vesting each month thereafter.