Notification of Transaction by PDMR

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Steve Munford

2 

Reason for the notification 

a) 

Position/status 

Non-Executive Director

b) 

Initial notification /Amendment 

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor 

a) 

Name 

Sophos Group plc

b) 

LEI 

21380078ZKBCC75BO206

4 

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted 

a) 

Description of the financial instrument, type of instrument

Identification code 

Ordinary shares of 3 pence each in Sophos Group plc ("Ordinary Shares") 

GB00BYZFZ918

b)

Nature of the transaction

Sale of Ordinary Shares

c) 

Price(s) and volume(s) 

d)

Aggregated information 

- Aggregated volume 

- Price 

Number of Ordinary shares sold on behalf of PDMR on

24 May 2018: 106,637

Price: £613,162.75

e) 

Date of the transaction 

24 May 2018

f)

Place of the transaction 

London Stock Exchange (XLON)

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Paul Walker

2 

Reason for the notification 

a) 

Position/status 

Non-Executive Director

b) 

Initial notification /Amendment 

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor 

a) 

Name 

Sophos Group Plc

b) 

LEI 

21380078ZKBCC75BO206

4 

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted 

a) 

Description of the financial instrument, type of instrument

Identification code 

Ordinary shares of 3p each in Sophos Group Plc (Ordinary shares)

GB00BYZFZ918

b)

Nature of the transaction

Vesting and removal of restriction over the third, final tranche of Restricted Shares which were acquired by Paul Walker, pursuant to a restricted share agreement (the Agreement) entered in to on 27 March 2015 to acquire A shares in Pentagon Holdings SARL (Pentagon).

The Agreement was amended with the consent of Mr Walker during the reorganisation of the Sophos group which was undertaken in preparation for the IPO in June 2015 such that the rights of Mr Walker to acquire the Restricted Shares changed so as to be in respect of Ordinary Shares rather than A shares in Pentagon.

c) 

Price(s) and volume(s) 

d)

Aggregated information 

- Aggregated volume 

- Price 

Total number of shares over which restrictions were removed and therefore were acquired by PDMR / PCAs on 25 May 2018: 63,564

Total price: $99,000.93

e) 

Date of the transaction 

25 May 2018

f)

Place of the transaction 

London Stock Exchange (XLON)