Penguin Solutions, Inc. — Director's Dealing 2018

Feb 21, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMART Global Holdings, Inc. (SGH)
CIK: 0001616533
Period of Report: 2018-02-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-15	Ordinary Shares	M	8811	$2.64	Acquired	96477	Direct
2018-02-15	Ordinary Shares	S	6789	$32.62	Disposed	89688	Direct
2018-02-15	Ordinary Shares	S	1922	$33.61	Disposed	87766	Direct
2018-02-15	Ordinary Shares	S	100	$34.50	Disposed	87666	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-15	Employee Stock Option (right to buy)	$2.64	M	8811	Disposed	2019-09-29	Common Stock (8811)	Direct

Footnotes

F1: The reported securities were sold pursuant to a Rule 10b5-1 Plan adopted by the reporting person on October 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 $32.2 to $33.14, inclusive. 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 the ranges set forth in footnotes (2) and (3) to this Form 4.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.21 to $34.0, inclusive.

F4: Fully vested and exercisable.

F5: Total has been corrected from amount listed on Alan Marten Form 3 filed May 23, 2017.