Penguin Solutions, Inc. — Director's Dealing 2018

Jan 5, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMART Global Holdings, Inc. (SGH)
CIK: 0001616533
Period of Report: 2018-01-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-03	Ordinary Shares	M	15047	$11.55	Acquired	133000	Direct
2018-01-03	Ordinary Shares	S	15047	$35.67	Disposed	117953	Direct
2018-01-04	Ordinary Shares	M	14698	$11.55	Acquired	132651	Direct
2018-01-04	Ordinary Shares	S	14698	$35.27	Disposed	117953	Direct
2018-01-05	Ordinary Shares	S	8557	$35.05	Disposed	109396	Direct
2018-01-05	Ordinary Shares	S	14533	$36.25	Disposed	94863	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-03	Employee Stock Options (right to buy)	$11.55	M	15047	Disposed	2026-05-23	Ordinary Shares (15047)	Direct
2018-01-04	Employee Stock Options (right to buy)	$11.55	M	14698	Disposed	2026-05-23	Ordinary Shares (14698)	Direct

Footnotes

F1: Includes restricted stock units.

F2: Shares sold pursuant to a previously established Rule 10b5-1 Plan.

F3: This is a weighted average sale price. Shares reported in each line item were sold in multiple transactions at prices in the following ranges, respectively: from $35.20 to $36.23; from $34.82 to $35.59; from $34.59 to $35.57; and from $35.67 to $36.58. 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 foregoing ranges.

F4: The original option vested 50% in May 2017 with the remainder vesting quarterly through May 2018. This option aggregates the reporting of three line items on the reporting person's original Form 3 with the same grant date and exercise price, and there are no other outstanding options held by the reporting person.