Penguin Solutions, Inc. — Director's Dealing 2018

May 25, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMART Global Holdings, Inc. (SGH)
CIK: 0001616533
Period of Report: 2018-05-23

Reporting Person: Kim KiWan (SVP of EM & Pres. Brazil)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-23	Ordinary Shares	M	9914	$11.55	Acquired	37832	Direct
2018-05-23	Ordinary Shares	S	8814	$44.8593	Disposed	29018	Direct
2018-05-23	Ordinary Shares	S	1100	$45.7036	Disposed	27918	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-23	Employee Stock Options (right to buy)	$11.55	M	9914	Disposed	2026-05-23	Ordinary Shares (9914)	Direct

Footnotes

F1: The sales were effective pursuant to a Rule 10b5-1 Plan adopted by the reporting person on 10/26/2017.

F2: The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $44.46 to $45.44. 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 ranges.

F3: The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $45.51 to $46.10. 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 ranges.

F4: The option vested 50% in May 2017 with the remainder vesting quarterly through May 2018.