Sec Form 4 Filing - WENDLER DANIEL @ FLEX LTD. - 2024-03-12

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
WENDLER DANIEL
2. Issuer Name and Ticker or Trading Symbol
FLEX LTD. [ FLEX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Accounting Officer
(Last) (First) (Middle)
C/O FLEXTRONICS INTERNATIONAL USA, INC., 12455G RESEARCH BLVD
3. Date of Earliest Transaction (MM/DD/YY)
03/12/2024
(Street)
AUSTIN, TX78759
4. If Amendment, Date Original Filed (MM/DD/YY)
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. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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
Ordinary Shares 03/12/2024 S( 1 ) 1,860 D $ 28.8861 ( 2 ) 28,730 ( 3 ) ( 4 ) ( 5 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WENDLER DANIEL
C/O FLEXTRONICS INTERNATIONAL USA, INC.
12455G RESEARCH BLVD
AUSTIN, TX78759
Chief Accounting Officer
Signatures
/s/ Daniel Wendler, by Kristine Murphy as attorney-in-fact 03/13/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sale reported in this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted share units ("RSUs").
( 2 )Price reflects weighted average sales price; actual sales prices ranged from $28.72 to $29.04. 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.
( 3 )Includes the following: (1) 8,321 unvested RSUs, which will vest in two equal annual installments beginning on June 1, 2024; (2) 9,716 unvested RSUs, which will vest in three equal annual installments beginning on June 14, 2024; and (3) 4,303 unvested RSUs, which will vest on March 9, 2025.
( 4 )Each unvested RSU represents a contingent right to receive one unrestricted, fully transferable share for each vested RSU which has not been previously forfeited.
( 5 )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 6,058 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.

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).
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