Penguin Solutions, Inc. — Director's Dealing 2018

Mar 16, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMART Global Holdings, Inc. (SGH)
CIK: 0001616533
Period of Report: 2018-03-14

Reporting Person: SHAH AJAY (Director, Co-Chief Executive Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-14	Employee Stock Options (right to buy)	$39.82	A	900000	Acquired	2028-03-14	Ordinary Shares (900000)	Direct

Footnotes

F1: Consists of (i) 450,000 time-based options which will vest in four equal tranches of 25% on each annual anniversary of the grant date, (ii) 225,000 performance-based options eligible to vest in four equal tranches of 25% on each annual anniversary of the grant date if the 30 trading day rolling average closing price of an ordinary share of SMART Global Holdings, Inc. (the "Issuer") equals or exceeds 150% of the exercise price (such 30 trading day average, the "150% Price Target") at any time during the four year period following the grant date provided that if the 150% Price Target is satisfied after any annual vesting date for any portion of the options, such prior portion or portions will vest upon achievement of the 150% Price Target, (continued in footnote 2 below)

F2: (continued from footnote 1 above) and (iii) 225,000 performance-based options which options will be eligible to vest in four equal tranches of 25% on each annual anniversary of the grant date if the 30 trading day rolling average closing price of an ordinary share of the Issuer equals or exceeds 200% of the exercise price (such 30 trading day average, the "200% Price Target") at any time during the seven year period following the grant date provided that if the 200% Price Target is satisfied after any annual vesting date for any portion of the options, such prior portion or portions will vest upon achievement of the 200% Price Target. In each case, the awards provide that Mr. Shah must be serving as Chief Executive Officer or Co-Chief Executive Officer of the Issuer at the time of vesting and contain certain acceleration provisions in the event of a termination without cause or for good reason.