Penguin Solutions, Inc. — Director's Dealing 2017

Dec 22, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMART Global Holdings, Inc. (SGH)
CIK: 0001616533
Period of Report: 2017-12-19

Reporting Person: Pacheco Jack A (Executive VP, CFO, COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-19	Ordinary Shares	A	24000	—	Acquired	128743	Direct
2017-12-21	Ordinary Shares	M	7500	$11.55	Acquired	136243	Direct
2017-12-21	Ordinary Shares	S	6000	$30.93	Disposed	130243	Direct
2017-12-21	Ordinary Shares	S	1500	$31.57	Disposed	128743	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-21	Employee Stock Options (right to buy)	$11.55	M	7500	Disposed	2026-05-23	Ordinary Shares (7500)	Direct

Footnotes

F1: Award of restricted stock units vests 25% in January 2019, with the remainder vesting in quarterly installments over the subsequent three-year period.

F2: Includes restricted stock units.

F3: Shares sold pursuant to a previously established Rule 10b5-1 Plan.

F4: This is a weighted average sale price. Shares reported in each line item were sold in multiple transactions at prices in the following ranges, respectively: from $30.31 to $31.29; and from $31.32 to $31.90. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the foregoing ranges.

F5: The original option vested 50% in May 2017 with the remainder vesting quarterly through May 2018.