Notification of Transaction by PDMR

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

GB00BYZFZ918

b)

Nature of the transaction

Vesting and removal of restriction over the second tranche of Restricted Shares which were acquired by Paul Walker, pursuant to a restricted share agreement entered in to on 27 March 2015 (the Acquisition Date) to acquire A shares in Pentagon Holdings SARL (Pentagon). The restricted share agreement was amended with the consent of Mr Walker during the reorganisation of the Sophos group which was undertaken in preparation for the Initial Public Offering of Sophos Group plc 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. Provided Mr Walker continues as a Director of Sophos, the third and final tranche of Restricted Shares shall vest on the third anniversary of the Acquisition Date, or as soon as reasonably practicable thereafter, in accordance with the provisions of the EU Market Abuse Regulation (596/2014).

c) 

Price(s) and volume(s) 

The first tranche of Restricted Shares, representing 63,565 Ordinary Shares vested on 27 March 2016, the first anniversary of the Acquisition Date. 

d)

Aggregated information 

- Aggregated volume 

- Price 

Total number of shares over which restrictions were removed and therefore were acquired by PDMR / PCAs on 19 May 2017: 63,565

Total price: $99,002.49

e) 

Date of the transaction 

19 May 2017

f)

Place of the transaction 

London Stock Exchange (XLON)