Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Elsesser Adam
   2. Issuer Name and Ticker or Trading Symbol
Penumbra Inc [PEN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman, CEO and President
(Last)
(First)
(Middle)
ONE PENUMBRA PLACE		 3. Date of Earliest Transaction (Month/Day/Year)
01/25/2017
(Street)

ALAMEDA, CA 94502		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Common Stock 01/25/2017   M   16,500 A $ 1.26 1,252,338 D  
Common Stock 01/25/2017   S(1)   10,498 D $ 74.99 (2) 1,241,840 D  
Common Stock 01/25/2017   S(1)   6,002 D $ 75.61 (3) 1,235,838 D  
Common Stock 01/26/2017   M   9,500 A $ 1.26 1,245,338 D  
Common Stock 01/26/2017   S(1)   5,802 D $ 72.85 (4) 1,239,536 D  
Common Stock 01/26/2017   S(1)   3,598 D $ 73.68 (5) 1,235,938 D  
Common Stock 01/26/2017   S(1)   100 D $ 75.05 1,235,838 D  
Common Stock 01/27/2017   M   5,500 A $ 1.26 1,241,338 D  
Common Stock 01/27/2017   S(1)   4,900 D $ 72.38 (6) 1,236,438 D  
Common Stock 01/27/2017   S(1)   600 D $ 73.36 (7) 1,235,838 D  
Common Stock               14,144 I By Trust (8)

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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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
Stock Option (right to buy) $ 1.26 01/25/2017   M     16,500   (9) 09/30/2017 Common Stock 16,500 $ 0 83,500 D  
Stock Option (right to buy) $ 1.26 01/26/2017   M     9,500   (9) 09/30/2017 Common Stock 9,500 $ 0 74,000 D  
Stock Option (right to buy) $ 1.26 01/27/2017   M     5,500   (9) 09/30/2017 Common Stock 5,500 $ 0 68,500 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Elsesser Adam
ONE PENUMBRA PLACE
ALAMEDA, CA 94502		   X     Chairman, CEO and President  

Signatures

 /s/ Johanna Roberts, as attorney-in-fact for Adam Elsesser   01/27/2017
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The sales were effected pursuant to the Reporting Person's Rule 10b5-1 trading plan.
(2) This transaction was executed in multiple trades at prices ranging from $74.25 to $75.20. 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.
(3) This transaction was executed in multiple trades at prices ranging from $75.25 to $75.90. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provideupon 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.
(4) This transaction was executed in multiple trades at prices ranging from $72.40 to $73.35. 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.
(5) This transaction was executed in multiple trades at prices ranging from $73.45 to $74.35. 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.
(6) This transaction was executed in multiple trades at prices ranging from $71.95 to $72.90. 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.
(7) This transaction was executed in multiple trades at prices ranging from $73.15 to $73.70. 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.
(8) Shares are held by the Siegel/Elsesser Revocable Trust.
(9) All shares are vested and exercisable.

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