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Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 3/13/24 |
| Not Subject to Section 16: 0 |
| Issuer: |
| Issuer CIK: 866374 |
| Issuer Name: FLEX LTD. |
| Issuer Trading Symbol: FLEX |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1929609 |
| | Owner Name: Tan Kwang Hooi |
| Reporting Owner Address: |
| | Owner Street 1: C/O FLEXTRONICS INTERNATIONAL USA, INC. |
| | Owner Street 2: 12455G RESEARCH BLVD |
| | Owner City: AUSTIN |
| | Owner State: TX |
| | Owner ZIP Code: 78759 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: Group President |
| Aff 10b5 One: 1 |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Ordinary Shares |
| | Transaction Date: |
| | | Value: 3/13/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 8,027 |
| | | Transaction Price Per Share: |
| Value: 28.8072 |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 159,718 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| Footnote ID: F4 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Table: |
| Footnotes: |
| Footnote - F1: Price reflects weighted average sales price; actual sales prices ranged from $28.58 to $28.99. The Reporting Person undertakes to provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased or sold at each separate price. |
| Footnote - F2: Includes the following: (1) 46,086 unvested restricted share units ("RSUs"), which will vest in two equal annual installments beginning on June 1, 2024; (2) 8,855 unvested RSUs, which will vest on June 14, 2024; and (3) 48,583 unvested RSUs, which will vest in three equal annual installments beginning on June 14, 2024. |
| Footnote - F3: Each unvested RSU represents a contingent right to receive one unrestricted, fully transferable share for each vested RSU which has not been previously forfeited. |
| Footnote - F4: In connection with the disposition of all remaining shares of Class B Common Stock of Nextracker Inc. ("Nextracker") owned indirectly by the Issuer, effective January 2, 2024 (the "Spin-Off"), and in accordance with the terms of the Second Amended and Restated Employee Matters Agreement by and among the Issuer and the other parties thereto, the number of the Issuer's Ordinary Shares ("Shares") underlying the Reporting Person's RSUs were adjusted to preserve their economic value post-Spin-Off. As a result, the balance reported in this Column 5 includes an additional 23,537 RSUs. Such adjustment is exempt from Section 16 of the Securities Exchange Act of 1934, as amended ("Exchange Act") pursuant to Rule 16a-9 under the Exchange Act. The award will continue to vest on its original schedule and otherwise has substantially the same terms and conditions as the original award. |
| Remarks: |
| Owner Signature: |
| Signature Name: /s/ Tan Kwang Hooi, by Kristine Murphy as attorney-in-fact |
| Signature Date: 3/13/24 |
