Penguin Solutions, Inc. — Director's Dealing 2017

Dec 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMART Global Holdings, Inc. (SGH)
CIK: 0001616533
Period of Report: 2017-12-04

Reporting Person: SILVER LAKE SUMERU (OFFSHORE) AIV GP, LTD. (10% Owner)
Reporting Person: SLTA Sumeru (GP) Cayman, L.P. (10% Owner)
Reporting Person: Silver Lake Technology Associates Sumeru Cayman, L.P. (10% Owner)
Reporting Person: Silver Lake Sumeru Fund Cayman, L.P. (10% Owner)
Reporting Person: Silver Lake Technology Investors Sumeru Cayman, L.P. (10% Owner)
Reporting Person: SHAH AJAY (Director)
Reporting Person: Mercadante Paul (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-04	Ordinary Shares	S	1989280	$32.10	Disposed	7464280	Indirect
2017-12-04	Ordinary Shares	S	10720	$32.10	Disposed	40224	Indirect
2017-12-04	Ordinary Shares	S	987970	$32.10	Disposed	3707112	Indirect
2017-12-04	Ordinary Shares	S	12030	$32.10	Disposed	45139	Indirect
2017-12-04	Ordinary Shares	S	50356	$32.10	Disposed	188950	Indirect
2017-12-04	Ordinary Shares	S	1115	$32.10	Disposed	4182	Direct

Footnotes

F1: This amount represents a public offering price of $33.50 per share of Ordinary Shares, par value $0.03 per share, of SMART Global Holdings, Inc. (the "Issuer") less an underwriting discount of $1.40 per share for shares sold in an underwritten public offering.

F2: These securities are directly held by Silver Lake Partners III Cayman (AIV III), L.P. ("SLP III Cayman").

F3: These securities are directly held by Silver Lake Technology Investors III Cayman, L.P. ("SLTI III Cayman").

F4: Silver Lake Technology Associates III Cayman, L.P. ("SLTA III Cayman") is the general partner of SLP III Cayman and SLTI III Cayman. Silver Lake (Offshore) AIV GP III, Ltd. is the general partner of SLTA III Cayman.

F5: These securities are directly held by Silver Lake Sumeru Fund Cayman, L.P. ("SLS Cayman").

F6: These securities are directly held by Silver Lake Technology Investors Sumeru Cayman, L.P. ("SLTI Sumeru Cayman").

F7: Silver Lake Technology Associates Sumeru Cayman, L.P. ("SLTA Sumeru Cayman") is the general partner of SLS Cayman and SLTI Sumeru Cayman. SLTA Sumeru (GP) Cayman, L.P. ("SLTA Sumeru GP Cayman") is the general partner of SLTA Sumeru Cayman, and the general partner of SLTA Sumeru GP Cayman is Silver Lake Sumeru (Offshore) AIV GP, Ltd. ("SL Sumeru Offshore Ltd.").

F8: Messrs. Kenneth Hao, James Davidson, Ajay Shah and Paul Mercadante each serves as a director of the Issuer, and also each serves as a director of SL Sumeru Offshore Ltd. and/or Silver Lake (Offshore) AIV GP III, Ltd. and each may be deemed to beneficially own any securities beneficially owned by SL Sumeru Offshore Ltd. and/or Silver Lake (Offshore) AIV GP III, Ltd. but each disclaims beneficial ownership of such securities, except to the extent of his respective pecuniary interest therein.

F9: These securities are held through trusts for the benefit of Mr. Shah and his family.

F10: These securities are held by Mr. Shah directly.

F11: This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.