Penguin Solutions, Inc. — Director's Dealing 2018

Nov 20, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMART Global Holdings, Inc. (SGH)
CIK: 0001616533
Period of Report: 2018-11-19

Reporting Person: MacKenzie Iain (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-11-19	Ordinary Shares	M	98797	$11.55	Acquired	423770	Direct
2018-11-19	Ordinary Shares	S	90690	$30.47	Disposed	333080	Direct
2018-11-19	Ordinary Shares	S	8107	$31.09	Disposed	324973	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-11-19	Employee Stock Options (right to buy)	$11.55	M	98797	Disposed	2026-05-23	Ordinary Shares (98797)	Direct

Footnotes

F1: The transactions reported herein were effected pursuant to a previously established Rule 10b5-1 Plan adopted by the reporting person on 12/27/17 as modified on 04/07/18 and 10/09/18.

F2: The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $30.01 to $31.00. 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 such range.

F3: The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $31.01 to $31.46. 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 such range.

F4: This option became exercisable on May 23, 2017 as to 50% of the award. The remainder became exercisable in equal quarterly installments through May 23, 2018.