Penguin Solutions, Inc. — Director's Dealing 2018

May 18, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMART Global Holdings, Inc. (SGH)
CIK: 0001616533
Period of Report: 2018-05-15

Reporting Person: Marten Alan (Sr. VP, Chief Strategy Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-15	Ordinary Shares	M	7633	$2.64	Acquired	95299	Direct
2018-05-15	Ordinary Shares	M	8000	$2.64	Acquired	103299	Direct
2018-05-15	Ordinary Shares	S	6953	$44.96	Disposed	96346	Direct
2018-05-15	Ordinary Shares	S	8680	$45.81	Disposed	87666	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-15	Employee Stock Options (right to buy)	$2.64	M	7633	Disposed	2019-09-29	Ordinary Shares (7633)	Direct
2018-05-15	Employee Stock Options (right to buy)	$2.64	M	8000	Disposed	2020-09-27	Ordinary Shares (8000)	Direct

Footnotes

F1: The sales were effective pursuant to a Rule 10b5-1 Plan adopted by the reporting person on 10/24/2017.

F2: The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $44.38 to $45.35. 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 $45.38 to $46.34. 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: Fully vested and exercisable.